Memories are a Funny Thing
by HiddenFanGirl
Summary: She was sent there for asylum, and to become the catalysis in a new type of therapy. But a certain doctor has other plans for little Memory - plans that involve escape and revenge. Ock/OC
1. Chapter 1

**Disclaimer:** SSM and all related characters belong to you-know-who, and we all know he won't ever release them. So sad. Anyways, names you don't recognize are mine. Names you do recognize aren't mine, unless you see them in a later chapter, and recognize them from this one. Hmm... Interesting theory.

Sorry, I babble. Anyways, lil' a/n, this is a continuation from "New Arrival", only this is entirely in third person. Based off the fic based of a binge-candy enduced dream. Only this time, there's a plot. yay for plots!! Please read, kindly review. I give cookies to those who review!

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"I can assure you, Doctor Kafka, my methods are completely ethical. Not only that, but I have approved this with the Attorney General, and those suits who fund this…place." Doctor Caleb Marco spoke the last word with obvious disdain as he glanced around the office of one Doctor Ashley Kafka. His stone blue eyes stopped as it spotted Kafka's doctrine hanging on the wall, and returned to the black-haired woman. "If all things go according to plan, than we should have quite a few reformed villains within a few weeks. This will be the easiest group therapy session you have ever done."

Dr. Kafka narrowed her eyes ever so slightly. "But to brainwash these people, to make them believe that their lives never happened… Is that truly ethical? Truly." Pointing the end of her pen towards his face, Kafka let her opinion be heard. "You are robbing these men of their lives, of everything they've worked for. Everything they've ever known. Doctor Marco, I'm sure you have the best intentions in mind, but I must think of the health of my patients."

"I'm sure you are doing that, Kafka, but you have to understand that these men already know of their pasts. If they know in the future what they know now, was is going to stop them from choosing the same path again? I merely want a chance to see if I can change a few, a handful, of these patients. I'm not asking you to throw my little device in the center of the rec. room. All I'm asking is that you give my project a chance." A smile crossed his face, "Isn't that what science is all about, anyways? Experimenting?"

"Science, yes. But not the work of doctors. Healing is our work, Marco."

Despite his stoic personality, Dr. Marco rolled his eyes at that statement. "Maybe for you, Doctor Kafka, but the true doctors of psychology, this is a chance no one can pass up. I'm not asking you if I can proceed with this, because I've already gotten permission and my subject is already amongst yours. I'm simply…" he had to pause, to think about how he wanted to word his next statement, "here because I wanted my request to be on the record."

"Duly noted." There was a slight tic in Doctor Kafka's jaw. It was obvious to the older doctor that this young psychologist had no intentions of giving her blessings to his project. Sad, but her blessings were unnecessary. He was going to go through as planned.

"So, with my request noted, here's the gist. She will be amongst your patients for varied lengths of the day, and you will treat her as if she is one of them. You do know she's as insane, if not more so, than the rest of your not-so-upstanding crew. Let her mingle; let her do as all your others do. I will be observing from a distance, so I will know what you do with my little girl. In three week's time, I'll make an analysis. I expect you will have your own of her."

Kafka gave him about as close to a "duh" stare as she could manage without being impolite. It made him almost snicker. "Of course I will. If this child is sick, I will help her as I would any of my other patients. This is a dangerous move on your part, though, if you want to be technical. Your independent variable is going to be messed with."

Slowly, a smile formed. "Oh, I intend on it. Goodbye, Doctor Kafka."

She watched him go, her eyes following his every move. And when the door behind him closed, Doctor Ashley Kafka buried her face in her hands. First, they threatened to take Ravencroft from her, now they were taking every bit of control she had. She allowed herself a few moments to mope, then collected herself, her clipboard, and strode out the door. Time for a quick analysis.

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HFG: Okay, not much to review on, but still. New chapter up soon (this one with Memory and the other members of Ravencroft asylum. _waves flag_ Yay for my crazies!


	2. Chapter 2

**Disclaimer:** OMG! Disney now owns Marvel Comics! WTF!!! Get Stan Lee back! Better yet, let the fans buy their favorite characters!

A/N: Anyways, thank you to **paycheckgurl** for her review! I apologize for the short chapter 1/prologue, but sometimes things like that have to be done. Perhaps this will make up for that. Have fun! And kindly remember, I don't have a beta for this story, so if I make a mistake kindly forgive. Much obliged!

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There was no one to share his cell, and he no one in the cell across from him. Sometimes he wondered if that was because Doctor Kafka believed he could corrupt some of them into his willing henchmen, as he once had Electro, or if because she was afraid he might strangle his cellmate. She never truly used that term – "cell", or "cellmate" – but it was a cell he now called his residency, and the two of them knew it.

It was interesting now, to have someone to concentrate on. True, the woman wasn't in his cell, or in the cell across from his, but still it gave him something other than the paper to read and dissect. He was enjoying every minute of it, too, watching and analyzing her. She had done the same as he did, for a while. But now she sat there, drawing pictures on the wall with her finger. Very childlike.

Doctor Octopus glanced away from the woman as the clicking of heels approached. Without windows or clocks, he had no measure or concept of time at the moment, yet he was absolutely sure that his "therapy" wasn't for another few hours. It was far too close to lunch for it to be so. Doctor Kafka didn't like to mix consumption and mental workings; she said they didn't go too well together. Funny, it didn't seem as if anything she was doing to him was working too well.

Much to his surprise, and almost dismay, the good doctor continued to walk past his cell. She stopped just before the woman, looked her over with those large blue eyes. She did the same to every patient who dared to step into the Institute. Yes, he knew she wasn't a frightening woman, and she didn't try to be, but there was a certain air about her. Plus, he had to give her credit; she gave it her best when it came to her attempts at "healing" him. Not to mention that, as of up to a couple hours before, she was the only woman there.

Now another had his consideration.

Doctor Kafka placed the fold up chair she had been carrying on the ground, unfolded it. After settling into it, she placed her clipboard on her legs, straightened her back. A small smirk crossed his face that this observation. She seemed more like a linebacker squaring up to the opposition than a doctor ready to heal her patient. (Then again, her patient was an "insane" woman.)

The bobbing of her head alerted him to the glance at the chart, the reason behind becoming obvious when Kafka spoke. "Mary Ayres?"

The woman, who was still drawing with her finger up to this point, froze instantly. Her hand dropped from the wall, and she glanced at the Doctor. A frown appeared on her face, along with a look of fear and apprehension. "Don't say her name!" She cried, ducking her head and glancing around feverishly, "She'll come if you say her name. She's always waiting, always wanting to come and find freedom. She always finds freedom when I'm tired. But I'm not tired. I don't want to rest. I don't want to sleep."

That caught Kafka's attention. She relaxed her pose slightly, trying to appear at ease. There was shuffling behind her, the sound of the other patients trying to see the woman who babbled in riddles, but she didn't pay attention to it. Instead, Kafka continued with here analysis. Her eyes returned to the chart for a second time, found the name of this personality.

"I apologize. If you're not _her_," only the pleading look stopped Kafka from saying her name, "then you must be Memory, am I correct?"

There was a brightening of the woman's eyes, and a smile appeared. Memory nodded. "I'm Memory. Sometimes I forget my name, but that nice man over there promised to remind me if ever I forgot." A single finger pointed to the cell Kafka knew held the infamous Doctor Octopus. "She doesn't like me, but I like me, and that's all that matters. She says I have no right to be in her head. But I think it's my head. At least, I hope so…"

So this personality was child-like. She spoke in sentences that someone around the age of seven would use, and her face held innocence. Memory wasn't the personality that had murdered that man in Queens. The true Mary Ayres had strangled the male model to death, while her added personality had merely watched in horror. The poor child.

Kafka shook those thoughts from his head. Memory was no child, but a personality conjured up by Mary. Or, perhaps, it was the other way around, and the true personality had been forced to believe she was the fake. It was an interesting theory, to say the least, and one she could build on later. But, for now, she had to think of how to treat this woman. Dissociate Personality Disorder could be dangerous, especially with the dominate personality being a cold blooded killer.

"Memory, I have a request for you." Now that she knew what she was dealing with, Kafka spoke slowly, as one would with a child. "Could you please let me speak to Mary? There are some things I have to talk to her about."

Memory shook her head furiously, bunched back. "No! She's not going to come out. When she comes out, I go back into darkness. She laughs at me when I'm in there. She knows I'm afraid of the dark. I don't want to go in there. I won't go in there."

"It's only for a little while, then you can come right back. We can talk a bit more, if you want."

"No. No, I don't want to." Again, she shook her head. "She never lets me out. She holds on until she's too tired to, and by then she's caused havoc. I always get blamed for her stupid problems. Always!" Tears began to form. "That man, Jackson, I didn't hurt him. I wouldn't hurt him. He took care of me. But she killed him. She killed him simply because she could, and then let me take the blame." Memory glanced around desperately, trying to find a way to escape the one place that should have been her sanctuary – her own mind.

It was too much for her; Kafka knew that. So, she decided to relent, and let Memory have her stay. She would come back later. When Mary was out and about, and Memory was tucked far back, then she could finish her analysis. It was such a shame, really, because now she was starting to get a good feel for what this woman's problem was. Once she understood that, then Kafka could figure out what caused the personality of the child-like Memory to appear. (Or the demented Mary, depending on the true situation.)

"Very well, Memory, you can stay." Kafka stood, gathering her things. "I'm going to go back to work, and you can continue your artwork, okay? Lunch is about an hour; are you hungry?" When Memory nodded, smiling, Kafka had to smile as well. "Then I'll tell the others we have another mouth to feed."

Memory waved her hand. "Missus Kafka? Can I have something to draw with? Paper, pencil?"

She shook her head. "No, Memory, I'm sorry. At least not right now. Maybe later, okay? I promise; you'll be able to draw soon." And then, with her things in hand, the doctor left.

Memory watched the nice doctor leave for as long as possible, even craning her neck and leaning against the cell bars so she could keep her in view for as long as possible. When the door finally closed behind Doctor Kafka, Memory relaxed. Her gaze shifted from the door to the cell across from hers, and the occupant inside of it. After staring at the russet-haired man for a millisecond, she determined he was too boring. She shifted her eyes to the left, to the man she had given her name to.

He seemed to have been watching her as well, for as soon as she looked at him, he nodded his head in her direction. "Good morning, my dear."

Her ears wiggled at his words. He spoke formally, the portly man in the cell diagonal from hers, with a tone of voice that was as sane as she was not. There was gentleness there, almost like a carbon copy of the nice doctor that had just left. It made her fee safe, and so she smiled.

"Hi! I think I met you last night. Didn't I meet you last night?" Her head tilted to the side.

He nodded. "Yes, you did. Memory, am I correct?"

Her eyes brightened. She giggled. "You remembered! Yes, I'm Memory. But I don't think I got your name. Did I get your name…? No, I don't think I did. Could you please tell me your name, mister? Pretty please with a cherry!"

As if there was something funny about her sentence, the man chuckled. His eyes gentled, as did his voice. "You may call me Otto, child. It's a pleasure to meet you."

Memory slid her arm through the bars, lying down on the ground to do so. Though it appeared as if she was trying to shake his arm, it goes without saying that she couldn't reach. But still she tried! "Nice to meetcha, Otto!" Pulling her arm back to her side, she sat up and settled against the bars. On a whim, she decided to look him over.

From what she could see, he wasn't a very tall man. He was probably average to below average height. There was just enough meat on his bones to be considered chubby, but not so much that he was obese. His skin was a pretty olive color, almost sun-kissed, though he appeared never to have experienced manual labor in his life. His hair was a mop of raven black, messy and unkempt; to the stark contrast of that were his eyes – his bright, sapphire blue eyes. The slightest curl of a smirk topped of his features.

"Is it lunchtime yet?" Questioned the woman, suddenly bored by looking him over. Her eyes drifted to the ceiling, and she rested her clasped hands over her stomach.

Otto chuckled yet again. "Not quite, dear Memory, but soon. The good doctor said lunch was less than an hour from now."

"But that was a long time ago!" Actually, it was all of ten minutes. Memory frowned; her stomach released her quiet growl. "I'm hungry. How's the food in this place, Otto?" She glanced back over, flicked a smile in his direction.

A shocked look came over his face. "I didn't know that disgusting slop they serve qualified as food." He couldn't help but return that smile. "That's news to me."

He received a giggle for his efforts.

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HFG: You've read, kindly review! I'll give cookies to those who review! (And two cookies to those who guess who the guy across from her is; he'll play an important role later on. No, I don't mean Doc. I mean the "russet-haired" man.) Yay for cookies!


	3. Chapter 3

**Disclaimer:** Disney now owns Marvel. We are friggin' screwed.

A/N: Chapter three! Features Electro, Vulture, Kraven, and Kasady! Yay for resident insane-o's!

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_Come inside  
Now I implore  
Do you think  
You can restore?  
Crucial pieces missing  
From my brain_**  
**_What seems to be_**  
**_The matter, dear?  
Why do you cry  
And shake in fear?_

**"Perfect Insanity" - Disturbed**

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He studied her now, more in a physical than his previous mental dissection. He noted her tangled red hair, knotted and almost greasy, with its length traveling down to about the middle of her back. Her blue-hazel eyes still held the madness that drew her to him. Madness that swam just beneath the surface of innocence best left untainted.

She was a tiny thing, despite her blow-average height. Her body was probably no bigger than his upper arm, with the stretching of her skin over bone showed that her condition was simply due to lack of food. Other than her previous display of hunger, though, she had not complained. Perhaps she was used to it.

Lucky for Memory, lunch was only a few minutes after their conversation had ended. There was a quick blare of a bell, followed by the scraping of metal against the concrete – the sound of the cells opening automatically. Quietly, he blessed the powers that be for technology, then stood from his cot and exited the cell. After making sure Memory was safe and not being attacked by the savages of the asylum, he started towards the cafeteria.

Lunch, or the poor excuse that passed for it, was under-cooked, cardboard spaghetti with processed meat sauce. There was over-salted fruit and under-salted mashed potatoes to go on the side, with elementary school style milk cartons. He snagged two, a plain and a chocolate.

"Reminds me of school." Cletus Kasady cackled. He stabbed a meatball with his plastic fork. "Children running! Screaming!" He stabbed yet again. "Fear in the air! Panic everywhere!"

Octavius rolled his eyes at the madman's maniacal laughter. He knew very well that, while he was an inmate there, he was most definitely not the most insane. Yes, he had tried to murder Osborn, take over the world, and destroy Spider-Man a couple times, but at least he didn't think about slaughtering schoolchildren whilst stabbing a plate of spaghetti.

Shoveling a forkful of the unappetizing slop (it was amazing what one could eat when hungry!), Octavius observed the gathered crowd. Small conversations were going on between various different groups. Maxwell spoke of his tiny infatuation with Doctor Kafka as Montana rolled his eyes and commented about "youngsters." Toomes whispered to a de-mutated Kraven while flashing his eyes towards the orderlies that stood casually to the side.

"So, Octo-buddy, I heard you've been speaking to our newest guest!"

Octavius raised his eyes. Kasady had apparently gotten bored with stabbing the imaginary schoolchildren, and now had it in his mind that he was going to be bumping elbows with him. Oh, the joy.

"Do kindly refrain from calling me that, Kasady." The doctor did not bother to hide his displeasure at his sudden appearance. "You know you are to address me as Doctor Octavius or Doctor Octopus. Nothing less."

"Ooh… So I have to be formal, while she gets to call you Otto? Where's the fairness in that, Octo-buddy?" Octavius stiffened at Kasady's words, causing the Carnage host to grin maliciously. "You forget, Doctor, my cell is right next to yours. I can hear every word you share with that woman. Especially that woman." His eyes flicked towards the woman in question, who, despite attracting every eye in the room, was sitting alone. "I heard she's a mutant."

"Yes, so have I." Responded the scientist dryly, "Any other news?"

"Yeah. I heard the orderlies whispering about her. She's here for some sort of science project. Something about the manipulation of memories." Now, he lowered his voice. "And she's not the subject, either. She's the catalyst."

He snorted. "If she's not the subject, then who is?"

There was nothing but pure sanity in Kasady's eyes when he said, "We are."

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At two o'clock, the clock chimed that lunch was officially over. Octavius managed to con Kasady with a promise of favor if he threw his trey away, and watched with disinterest as he scurried away. He gave a quick glance to the wall calendar as he stood, took note of the date. It was October 28th and, if all went according to plan, he would be out of that awful hellhole within half a week.

Once, he could have let half a week go by without even noting it. Now, however, three days seemed to be far too long to wait. He knew it was simply a matter of patience. One in the field of science had to have patience, and he did, but it was no easy task to glance out of the windows of Ravencroft and know that he had to wait to taste fresh air.

Oh, how he longed for that most of all! He had never been one to take advantage of the world outside his laboratory when he was free to do so, as he too often chose his work over his health. However, now that he had been denied the caress of a breeze upon his flesh, or smell the crispness of autumn's breath, there was nothing he longed for more than the outside world. He would find himself there, too, within a mere matter of days.

Escape would come to him. After all, he wasn't one to be denied anything. For now, however, there was therapy. Octavius noted that, since it was a Tuesday, it would be group therapy. Oh joyous joy.

Doctor Kafka seemed to target on him from the moment he walked into the room. Her pretty brown eyes immediately zeroed in on him, and had the hairs on the back of his neck standing up straight. For a split second, he felt like a mouse before a lion, but then shook that feeling away. Otto Octavius may have been a mouse, but Doctor Octopus was a fierce and merciless predator.

He met her gaze and held it. A battle of will took place in what seemed like a full hour, though it was truly but half a second. Finally, she dropped her gaze and, triumphant, Octavius walked over to his seat. After he was settled, he glanced around to see who else was gathered for the hour of trivial nonsense.

Maxwell and Adrian were both present, and each took a seat on either side of him. To his left, sitting next to Maxwell, Kraven also found a chair. That made four of his Sinister Six present, which meant that he and his "clique" outnumbered the "normal" humans in this session of seven. Out of the corner of his eye, he saw Kraven tap his leg a few times.

"How long is this one to last, Doctor Kafka? Two, three hours?" Octavius questioned, and saw Kraven incline his head ever so slightly. Maxwell drummed three of his fingers on the chair; Kraven nodded then.

All of this went unnoticed by Doctor Kafka, who simply responded with, "No, this one won't take long at all. This is simply to introduce you to the new type of therapy that the board is forcing me to try." She sounded displeased with this, which made sense to the doctor. He had hated being forced to experiment by the suits that had funded him. "If this new type of therapy is successful, then those who use it can go home right after the very first session."

Suddenly, no one appeared as disinterested or bored anymore. All backs straightened; all eyes turned to Kafka. Her lips pressed into a fine line, and it was hard to tell whether she was displeased or amused by this reaction. However, she didn't let on to what she was thinking, and simply motioned towards the door behind her.

"Could you kindly step forwards, honey?"

Heads turned as footsteps neared, and Octavius felt his spine stiffen upon seeing Memory stepping through the door. She appeared nervous, apprehensive, and had her hands cuffed in front of her torso. Her eyes shifted back and forth, as if searching for someone to latch onto. She found that in the doctor.

A man whistled, and Memory cringed back. Kafka turned her eyes, sharp and glaring, onto the offender. No surprise to Octavius, that person was Kasady, who grinned maliciously at Memory. It was just enough to stir his normally icy blood into anger.

"You can't be telling me that she's going to go so soon! After all, none of us have gotten to know her. At all…" His eyes flashed upon hearing some of the men chuckle in agreement. None of his three companions did, however, for they seemed to sense his emotions and valued their life. "Can't this wait for a few more days? Weeks?"

Kafka didn't say a word, though her disapproval was obvious by the look in her eyes. Instead, she simply reached back to touch Memory's arm; the woman walked towards them. "Memory isn't the first subject of this new therapy. One of you will be. Now, who wishes to volunteer?"

Kasady's hand went up. Kafka ignored him and, when no one else volunteered, motioned to the man sitting next to Adrian. The man Octavius recognized, but could not place, stood immediately. He walked over to them, carefully at first. However, upon realizing Memory was going nowhere, he sped up his pace. Stopping before the two women, he grinned, looked both of them up and down.

"I'm here, Doctor, what now?"

The doctor expression didn't change. "Charles Newman, you are here because your bipolar tendencies tend to show themselves at the worse possible times. Also because you failed to keep your emotions under check, your parents abandoned you and, according to your file, you joined a New York gang. Is that correct so far?"

"Yeah, so?" Newman seemed unimpressed.

"Memory, dear, kindly extend your hands for me." Memory did as she was told, holding her hands palm up. "Now, Charles, I want you to place your hands in hers, and think of something that always causes your mood to swing. A memory, to be exact. Think of a moment that really caused you to lash out, and tell us it out loud."

Looking quite bored, Newman did as he was told. He placed his palms in Memory's, and squeezed her fingers. She winced, but otherwise showed no emotion. "You wan' a memory? Fine, I'll give ya one. My old man beat up on my ma. I can remember a really bad beatin', one where he just wouldn't stop. There was blood everywhere, and their screams mixed in the air. I got so angry at him that I lashed out. Both of us ended up bloody and beaten, but I got it worse." His dark eyes flicked to Kafka. "Ya happy?"

"Quite. Now, focus on that memory." Kafka turned to Memory, gave a nod. Memory swallowed, but squeezed his hands. "And…now."

Memory's eyes rolled into the back of her head, and she let out a shaky breath. The room suddenly got so quiet you could have heard a pen drop from a mile away, and all eyes were on the redheaded mutant. Newman sensed everyone's tension, and began to panic. He tried to pull away, but, much to Octavius' amusement, he could not tug free. Memory seemed to have a grip like a pioneer's bear trap.

"Hey… Hey, I didn't agree to this! Doctor Kafka? Doctor Kafka!" He continued to struggle, trying to yank his hands free. Doctor Kafka said nothing. She just stood there, observing with her lip pressed into a fine line. "Release me, mutie!"

Memory jerked, her head tilting back slightly. White eyes narrowing, she dug her nails into Newman's hands. "Don't call me that. I'm trying to help you. I would say you don't want to make me angry, but isn't that copyrighted by someone else?"

A roll of chuckles, nervous and anxious, flittered across the room. Octavius didn't join them, however. He had noted that Memory's voice was subtly changing. Instead of being sweet and childlike, it was slightly deeper, with a hint of animal-like growl. Mary was starting to show herself, there was no doubt. With two fingers, Octavius motioned for the man to quit his struggling, but Newman took no heed.

"Isn't…Isn't this illegal, Kafka? Mutants aren't supposed to be mixed in with the general population." His eyes slowly began to glaze over. "She's in my head! Kafka, get the mutie out of my head!"

"Don't call me that!"

Mary was out now, and everyone took note. Kafka reached forwards to touch her shoulder, but Mary shrugged her off. It was then she squeezed so hard her nails drew blood from Newman's hands. His eyes widened, a second before they rolled back into his head. He collapsed onto the ground; Mary released his hands and stepped away. Her blue-hazel irises returned, and a smile curled upon her lips as she glanced down at Newman's unmoving body.

"Memories erased, Doctor Kafka. Can I go back to the dank cell you call my room, please?"

Kafka knelt beside Newman. "Charles? Charles, wake up. What did you do, Memory?"

"Wrong girl. But good try, Doc. I'll give you a few points for the attempt. As for what I did, I did as I was told. His memories are gone." She nudged him with her foot, a look of disgust crossing her face. "He pissed me off, so my powers went a little haywire. He won't remember anything he's ever done. Not his father, not his mother, and especially not the beating. Essentially, I erased him."

Maxwell reached over, nudged Octavius with his elbow. The doctor nodded slowly. He could see possibilities here. A multitude of possibilities dealing with this woman, and he was just the man to show her exactly what she could do. Octavius tapped his forefinger on his leg five times, then twice with his thumb. Kraven made a noise, but Maxwell shook his head. He would explain it to the cat later.

"Mary, I don't think this is what Doctor Marco meant when he said…" But Kafka trailed off, knowing it would do no good. So, she stood, and looked at her, then everyone else. "You are dismissed. All of you. Go to the recreational room, go back to your cells. You have free time at the moment."

The normal humans were gone before she finished that sentence. Octavius stood slowly and waved his hand, telling Maxwell to take Kraven and explain the newest addition to their plans. The two did as they were told, and Adrian took his place as Octavius' left wingman. They started over to Mary, who still stared down at the body as if it was something amusing. Adrian reached to touch her arm.

Kasady moved between them before he could, and wrapped an arm around Mary's shoulders. Shooting Octavius a grin, the russet-haired man began to lead the female toward the rec. room.

When they were gone, Adrian leaned over to ask, "Is it wise to let them walk together?"

"Not at all." Octavius shook his head, "Unfortunately, it is best not to start a fight in the middle of an asylum. That could get one of us sent to solitary, don't you agree?" He began to follow the two, "So for now, we'll watch, and wait. Besides, it is not this personality that I would like to add to our group, but the other one. Innocence, after all, is bliss."

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HFG: And that is chapter three! Please, please, please, review! I give lotsa cookies! Lotsa cookies to those who review.


	4. Chapter 4

**Disclaimer:** Same as before. Marvel is owned by Disney. Blah blah.

HFG: Anyways, new chapter! Features Kasady and Phineas.

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Life certainly held many surprises for those who lived at Ravencroft. First, despite the fact that Ravencroft was a men's asylum, they had been given a woman inmate. Second, said woman inmate instantly took a liking to the super criminal known as Doctor Octopus. Thirdly, it was revealed that she was the catalyst in a new therapy method that involved getting your memory erased. And if that wasn't all, currently Cletus Kasady, known serial killer, had his sights targeted onto her.

And he wasn't planning on letting her go.

Kasady just knew he could use those abilities, even if that wasn't what had him drawn to her. Sure, her memory manipulation could be a useful tool, but it wasn't true power. It wasn't what captivated him. Most men would have gone for the fiery hair, the bright eyes, or even the smile that flitted across her face when she knew she had done right. But not him. After all, he wasn't a normal man.

He saw the insanity within her, and he craved it. He wanted to use it, to harness it for his own use. He was a sociopath; she had an identity disorder. Their personalities were perfect together! Personality disorders, anyways. After all, when one didn't believe in man's so-called "morals", and the other had a personality that was more than willing to drop a man like a fly, then there was a connection there.

He was absolutely lucky that her cell was right across from his.

It was October 30th, the day before Halloween, and she was currently asleep in her room. Her arm was lying lightly across her stomach, and her head tilted delicately to the side. Strands of fire blocked his complete view of her, or at least her face, but he didn't need to see everything to know that she was sleeping peacefully. Idly, he wondered which was dreaming: Memory, or Mary? Did they share a body whilst in dreamland, or did each of them have their own? Memory had complained about the dark…

Oh, if he got a hold of her, Memory would be spending a lot of time in the dark. He would draw Mary out, teach her to exercise control over the other personality. And, once Mary had everything she would need to retain the control even with Memory out and about, he would find Memory. And he would do the same to her. Innocence was something he detested, unless he was defiling it. Memory, so pure and untainted, would become nothing more than a carbon copy of himself once he was done with her.

Many didn't know, but he, too, had once been innocent. Weren't all people innocent at one time or another? Everyone entered the world crying and screaming, sucking their thumb and staring at the world with angelic eyes. The only difference between himself and Memory was that he had lost his innocence at such a young age. He was but three when his father threw the first blow. From there, it had all gone downhill.

"Psst! Hey, Octavius, you here?" Kasady hissed over to the cell beside him. He waited a heartbeat, two, then grinned. Either the fatso was asleep, or Kafka had decided he should have an individual therapy session. The situation didn't matter to Kasady – not really. All he cared about was that he was alone, so to speak, with the ever-impressionable Memory/Mary.

Oh, the doctor thought he was being clever, thought he was a sly little fatso, didn't he? But, the truth was, he wasn't. Everyone saw the way he watched the woman. Everyone saw the way he acted, the way he made sure none of the men stepped out of line around her. It had started with a simple conversation, perhaps a need in that pathetic mind of his to be chivalrous around the one woman in this crazy house that wasn't going to feed him garbage about false healing. However, upon realizing exactly what she was capable of, he became over bearing. Constantly hovering when she around the general population, always keeping those cold blue eyes on her.

He believed her to be the next member of his Sinister Six, or whatever ridiculous name he decided to give his team. He believed her to be the key to victory. But, the truth was, now that Kasady was there, with her, with him nowhere around, those dreams were going to go straight down the metaphorical toilet. Which was probably, Kasady thought with a snigger, where Octavius' nerdy head had been shoved all throughout middle and high school.

"Memory…" he sang, keeping his voice light and gentle, "Memory, will you wake up, please? I want to talk to you…"

She stirred slightly, letting out a delicious noise. Very slowly did her eyelashes begin to flutter, until, finally, her eyes opened. In a move that made him both amused and infuriated, Memory's first glance was to the cell beside his. Her first word was his name, too, as she called out, "Otto?" quietly.

"He's not here, my dear." Kasady purred as he stood, walking over to the bars of his cell. He had to admit, as Memory's eyes flew over to him, he saw fear. Fear, especially her fear, made him giggle insanely. He had not seen such lovely terror in so long, it made him giddy. Even if it disappeared as quick as it had made its appearance, it was still enough to get him going. "I called you. Do you mind if we talk?"

A nearby inmate, Kasady wagered it was Kraven, snarled, "Hey! Keep it down! Some of us are trying to sleep!"

"Talk to me like that again and I'll rip out your entrails to use as my Halloween decorations. How would you like that, kitty!" Kasady yelled right back up, glaring daggers at the wall. There was a low, snarling growl, but no voice answered his. Somewhere in the back of his mind, he noted that it was unusual for Kraven to back down so lightly, but decided not to question. After all, he had something better to do…

"Why would you want to talk to me?" Memory's voice broke his ponderings, "Kasady, am I right? Why would you want to talk to me? I'm a mutie, remember? No one around here likes mutants… We're freaks." Her eyes became frightened again, and she looked desperately around her cell, as if some boogey monster would jump out of the shadows and haul her back. It was lovely.

Kasady clucked his tongue sympathetically. "My dear, dear Memory. So charmingly innocent. You don't understand this, but all of us in this place are freaks. Look at Kraven, Maxwell, even your Otto. He's the biggest one of them all. I'm a freak, even if I don't have powers." He placed his hand gently on the bars of his cell. "But there's one difference between myself and those whom I've spoken of. Do you know what it is Memory? Do you care to know what it is?"

Memory hesitated, glancing around yet again. He saw her eyes fly to the cells on either side of him, even to the cell on the floor above him. She was searching for a clue, for a hint as to how she was supposed to properly answer this question. Unfortunately, no aid was received from any of the other inmates, and so she released a shuddering breath. "I-I don't… But I want to."

Hook, line, and sinker! Grinning madly, he responded, "I embrace the qualities that make me a freak, that make me different. The only one inside you – Mary – she embraces it as well. You showed a want, a need, to become one with your powers yesterday. I can help you there. I can show you what you must do to fully become one with your abilities."

"What if I don't want to? What if I want my abilities to go away?"

What was it with people now a days? Always pushing away a bit of their soul, a part of them was meant to be theirs. For Kasady it was the lust for blood. The first droplets of crimson that appear as dirty silver sliced the skin were always enough to send him into euphoria. He had the courage to be able to do as he wanted. Now, he would give her that strength. With two simple words, he would break the bonds holding her back – reveal the truth he had shown no one else.

"You don't."

* * *

There was a reason that the not so good doctor had been away from his cell at the very moment Kasady was using his powers of persuasion upon Memory. A visitor had come to speak to Octavius about legal matters, and Doctor Kafka had been given no choice but to allow the meeting. After all, no matter what the conditions, no one could be denied a conference with his lawyer.

Touching his fingertips together, Doctor Octavius glanced across the table at the man who bore this news. He was tall, with salt-and-pepper toned hair and grey-tinted glasses that hid his eyes. Octavius knew this man well, trusted him even, and knew very well what matters his "lawyer" had brought to the table. A smile crossed his face as he glanced at the manila folder before him.

"According to the details I've received, your release should be on the move within the next few days. I have already found you employment, and your experiments are on the move." He put his hand on the folder, slid it forwards. "The lab you have requested, I have already gotten everything settled, lease and utilities are paid for the next four months. Everything will be ready when you get out."

"Excellent, Phineas." Octavius opened the folder and scanned the details. Despite the multitude of the information, his mind processed it without any form of trouble. "It's good to see there are still some competent people out there. Unlike the staff of this hospital."

Clucking his tongue, Phineas grinned. "Now, now, Doctor. Don't let Kafka hear you say that. She'll argue you need more time here. And none of us want that."

"No… None of us do." He pulled out a page. There was a design printed on this white sheet, an experiment he had been working on before his capture. He had nearly forgotten about it, which showed how important it had – or hadn't – been to him. "What about my special project? Is that on its way there as well?" His blue eyes narrowed at the thought of the one experiment he loved dear being so far away.

But that smile curled into a grin. "Of course. It was the very first I sought after. It is on its way to you as we speak. It should arrive within the next twenty-four hours."

"As usual, Phineas, you have out done yourself yet again." Octavius closed the folder, passed it back, "My experiments safe and sound, a new lab to return to, and my release imminent – what more could I ask?" He stood then, and offered his hand. "Thank you."

"It was my pleasure, Octavius." He stood as well, and took the proffered hand. They shook.

"Until we meet on the outside, farewell."

"I look forward to it." And then, where only Octavius could hear, Phineas added, "Master Planner."

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Read and review! Pleasie!


	5. Chapter 5

**Dislcaimer:** Marvel, Ock, ect, belongs to Disney. Mary/Memory is/are mine!

AN: Thanks to **The Human Kalei-doscope** for reviewing! I give you a cookie!

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In twenty-four hours, everything would come into play. He just had to wait it out, to let everything run its course. It was thirty-six past noon, which meant that his final therapy session was about to begin. Kafka was preparing it to be a good one, he supposed. That was why she was late in sending her orderlies to collect him.

A smile formed upon his lips as he remembered the look on her face upon hearing that he would be set free tomorrow. Phineas had come up with the order, convinced her that he had won the appeal and Otto Octavius was to be freed at noon on Halloween. How fitting, he had to muse. Monsters came out on All Hollow's Eve, and on that very night Doctor Octopus would be born again.

The mere thought had him almost chuckling.

"Hey! Octavius, come on. It's time for your session." The orderly's rough voice was accented by the scraping of the key into the lock. The cell scraped open, and Octavius stood. "Come on; don't keep the doctor waiting."

"Yeah, fatso, don't keep the doctor waiting!" Kasady cackled madly in his neighboring cell. Octavius didn't even pay the man a passing glance as he followed the orderly. Kasady was a raving madman; the less attention he was paid, the better.

However, Octavius did give Memory's cell a cursory glance – and was surprised to see that she was no longer there. This worried him for some reason. If she wasn't there, then they were doing something to or with her. It wasn't like he was concerned for her well being, more like he was worried that they would corrupt her into something he could no longer use. That infuriated him. She was _his_ project. _His_ untapped source.

Within twenty-four hours, though, he would no longer have to worry about what they did to her. He would come and free his fellow Sinister Six members, and take her with him. No doubt she would be ever loyal to him for the rescue, follow him about like a little lost puppy. Those bright eyes would always be looking up to him for some sort of leadership, and that thought sent a thrill of power through him.

The orderly opened the door, and Octavius entered it without a word. The door shut behind him, but he paid it no heed, for something else had his attention. Doctor Kafka stood in the center of the room, just behind two chairs that were facing one another. One was empty, obviously for him, but it was the second's occupant that had him suddenly realizing why it had taken so long for him to be called.

The good Doctor Kafka had been preparing Memory for him.

She sat in the second chair, looking tidy and neat. Her hair had been combed and wrestled into a neat little braid that went down the back of the chair. There was color to her skin now, and she didn't look so much like a bag of bones. She looked differently from the last time he had seen her, which had been the night before at dinner. How could they have changed her so much in so little time? Was this Kafka's doing?

"Otto, could you kindly take a seat?"

Octavius didn't move. "What's going on, Kafka?" He asked, cutting his eyes at the psychologist. "I am being released tomorrow; I have no need for such a radical treatment."

"I know, Otto." Kafka said softly, and took a step forwards. She touched Memory's shoulder, "And your progress is amazing, but there is one problem. Anytime you get near those actuators of yours, everything that we've worked for disappears. I want that obstacle to be eliminated."

Now he tensed. His eyes shifted back to Memory. "My memories are mine, and mine alone." Funny how he wanted to use her abilities to wipe others' pasts from them, but was so adamant his own stay safe. "Mine will remain mine."

"I'm sorry, Otto, but I cannot allow that."

An orderly grabbed his shoulder in a bruising grip, and forced him to walk. As soon as they were by the chairs, Octavius forced to sit. There, he locked his eyes with Memory, as if challenging her. She quickly looked away.

"Memory, take his hand."

Her eyes, which were usually so bright, now were dull and hazy. It enraged him to think that she had been drugged to the point of a foggy stupor. "Wha… What? Take his…" She shifted her confused gaze to him, "Bu'… He's my friend. I don't wanna hurt him. Not like I did that other man…"

"Memory." Kafka's voice got sterner, and Memory winced.

Numbly, as if she wasn't all there, Memory slowly extended her hands, palms up. Her eyes flashed him a quick look of sympathy before they closed. She released a shaky breath. "I'm ready, Doctor Kafka…"

Octavius stared at those pale hands, his owns shaking. He wanted to throttle someone for this audacity. They wanted to take away his arms. His arms! They wanted to wipe away all his memories, all his thoughts, of his precious helpers. He refused to allow that to happen, yet he couldn't voice his disproval. Knowing these people, they would simply drug him until he did as they said without argument.

His mind quickly went through possibilities, until he found one that might just work. It would involve reaching into those powers he would rather leave unused on all except his arms, but it would have to be done. And with that thought in mind, he placed his hands on hers.

Nothing happened for a long moment. Then, towards the back of his mind, near the base of his neck, he felt it. It was like tiny tendrils curling about his brain, searching and exploring. Octavius shut his eyes to shut out the world as he reached out with his own mind to touch the invading one.

The tendrils recoiled in shock, but their prescience did not leave. He didn't attack them, merely waited until they realized that he meant them no harm. Carefully, they approached again. This time, they moved with the speed and agility of a cat stalking his prey. Octavius reached out to meet them, and felt a shock go through his brain. It was so powerful he had to gasp.

And then, for a brief flash, everything went white.

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HFG: And now that the new chapter is up, I have a fresh batch of cookies for those who review to this super short chapter. I apologize for the length. .


	6. Chapter 6

**Disclaimer:** As per usual, Doctor Otto Octavius isn't mine, and never will be. Memory/Mary and all characters you don't recognize are mine.

This one is short and crappi, but I was working through writer's block. Again. You know, if I got reviews, I wouldn't have as much writer's block. I may actually have a reason to write...

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Kafka watched, clipboard held to her chest, as Memory's eyes went white. The young woman whimpered quietly; Octavius gasped out loud. Quickly, Kafka wrote this down on her notes. Normally, she would have gone against something like this, but she had an entire institute to protect. If this didn't work, then her life's work would have gone to ruins. Ravencroft would have to be shut down. She just couldn't allow that.

One man's memories, memories that could injure and kill, would never be more important that her work.

-.-.-.-.-.-.-.-.-.-.-

When she came to, it was dark. Not the dark that you see as you lie in bed and stare at the ceiling whilst you think about your miserable life. No, this was the type of darkness that is endless, abysmal. The type of darkness one only experiences twice in one's life: birth, and death. The blackness that surrounded her now was the kind that swallowed you whole, never to release you.

Memory had been born into this darkness, spent years of her excuse for a life embraces by it. It was there she had first met her sister. It was there they had experienced all their heart-to-hearts. And it was there she had been confined when Mary had committed the murder that had damned them both.

But she wasn't alone in the Abyss. Not this time. There were voices around her, and it was voices that woke her.

Carefully, she rose from her lying position into a sitting one. Her eyes scanned for the source of the voices. She knew one of them, her sister's, and knew that, because she was there, Mary now had control of their body. That made her cringe. However, there was another voice, a voice that she had never heard inside her mental asylum.

"Ah, so Innocence has awoken."

Memory whirled, spinning on the seat of her pants with a speed few would have thought possible. Her eyes widened at the figure before her. "…Otto? What are-?"

Yes, her friend and ally was there, in the place she believed to be her sanctuary. His hair was swept back, away from his face, and his eyes concentrated on her. There was a certain air about him, one she had never sensed before. Sure, he had always seemed so confident, so sure, but now it was almost cocky to a fault. He was observing her as all those scientists before him had done, with a careful eye and a haughty smirk.

"Your powers are amazing, Memory, but untrained. Obviously, you've never encountered another psychic before, or you would have known how to approach me." Otto spoke calmly, his hands clasped behind his back. "That was a mistake on your part."

"A psychic?" Her voice suddenly went squeaky, "You're…you're like me?"

"Not exactly, but close." He explained, "My mental capabilities do not extend past my own body – which I tend to protect." His voice darkened then, though she didn't notice it. In fact, she simply crawled over to him. Pure innocently glittered up at him.

"I've never met someone like me. Mutants are frowned upon, you know."

Something in the way she gazed up at him, the way her voice went quiet and soft, struck a chord deep inside him. He knew how it was to be different, to be considered a freak. His fellow students at high school, college, had always considered him odd or different, just because of his intelligence. His father had attempted to change Otto with his fists and voice simply because his son was different. They had molded Otto Octavius into a weak boy.

Otto Octavius had long since passed, dying in a burst of flame. And from those ashes, Doctor Octopus had been born. Like the phoenix of legend, he had fallen once, rose twice.

He'd get her past her fears.

Gently, Octavius placed a hand on Memory's head. She leaned into his touch, a kitten craving the gentle caress of her owner. He gave a sigh. "I know how the world looks upon those who they see as different, Memory. The world has often turn its back on me simply because I do not fit into its definition of normal. But, then again, who does?"

"No one."

He smiled lightly, "You're right. No one does…"

She leaned against his leg, made a face. "I don't know want to hurt you, Otto. You're my friend. I don't want to hurt my only friend…"

"Then don't, Memory. We are all free to make our own choices."

Memory shook her head. She reached up, wrapped her hand around his arm. "But the Doctor makes me. Doctor Marco always gave me pills that made it fuzzy, and I couldn't stop myself then. Kafka… Pretty lady did the same. I don't like that foggy feeling, Otto. I don't like feeling helpless…"

So the Doctor had lowered herself to drugging a child just to get what she wanted? Even he wouldn't have ever sunk that low. No, when he wanted someone to do something, they either did it willingly, or he killed them. Octavius just didn't see the benefit to drug-induced information; it wasn't always reliable.

"Memory, do you know what a proposition is?" He knelt to her level, gripped her upper arms in his hands. She looked at him through misty green eyes, a slight bit of understanding flickering behind the drugs. "I have an offer for you. I can get you out of here, if you just give me a few days. Two days, and I'll have you out of this place forever."

The child-like personality leaned against him slightly. "No more doctors? No more drugs?" She looked up at him, "I'll finally get to see the stars again?"

"Yes. But you have to do as I say, Memory, and you can't cut corners." He noticed her slipping a bit and gave her a shake, "Memory, not now. Focus on me, child. I need you…to focus. You have to do exactly what I say, and I'll get you out of this place. Can you do that for me?"

"Promise me, Otto." She held up her smallest finger, her body leaning against his almost completely. He could tell her strength was failing her. How many drugs did Kafka give the woman? "Promise me you'll get me out of here… Mary and I can't take this anymore. We're not crazy. We may share a body, but we're not crazy…"

"I promise, Memory."

"No." Memory wrapped her finger around his, gave it a gentle squeeze. "Promise me. Pinky swear."

Oh, now he understood what she was doing. The memories he held of his past, of his life before Octopus, played in his mind. He had been seven years old. Even then he had been labeled a freak, and even then he had been a scientist. Despite his fellow classmates' obvious disdain of them, he still observed and made notes of them. Especially the girls. And girls, schoolgirls, had an odd ritual of intertwining their pinkies to make a promise solemn and unbreakable. That was what she was doing now.

In a promise of loyalty, he squeezed her finger back.

"I promise. Now, listen carefully…"

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Okay, do kindly keep in mind that this story is like a flower. Reviews are like water. It needs reviews. Without reviews, I may not continue the story on FFN (though I may on DA), so please give me some feedback if you want more. Please?


	7. Chapter 7

**Disclaimer:** I own none of the canon chars, just Memory/Mary.

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The mental meeting took less than fifteen seconds outside, though in their minds it lasted nearly five minutes. Such was the speed of thought and of business, Octavius mused as his eyelashes fluttered open. To both his delight and shock, the Doctor was still standing by, clutching her clipboard as if to release it would certainly mean her death. A small smile formed on his lips as he read the desperation in her eyes. It only grew when he saw the stillness that could only mean she was holding her breath. His hands slipped from Memory's.

"Otto?" She questioned, carefully taking a step forward.

"Yes, Doctor Kafka?" He glanced over at Memory, who had yet to move. She was still sitting in the same position, pale palms up, with those innocent eyes welded shut. Only the subtle movement of her shoulders declared she was alive.

"What do you remember?" Kafka shifted the clipboard so she could write, the fountain pen's point poised and ready to jot down whatever he said.

For a moment, he considered lying. He could have fooled her, and he knew it. He had fooled her once, and it had worked like a charm. He could fool her again, have her under his thumb within seconds, but knew that it would only ruin his plans. Even if it meant being released from that crazy-house a few hours earlier, Octavius simply couldn't go against his own well thought out plan. It just wasn't in him.

So, he squared his shoulders, and looked her right in the eye. "Doctor Kafka, I know and remember everything. Despite your idiotic attempt to brainwash me – _me_, of all people! – I have succeeded in defeating your lapdog, and retained my memories. My will is stronger than most of those that live in this asylum, yet you think better of your little catalyst. She isn't even a willing participant in what you put her through, yet you think _she can beat me_. Speaking of which, shouldn't you check on her?"

The room got real quiet then, even the orderlies stopped what they were doing to stare at the scientist in a mixture of confusion and awe. But then they heard it, all of them. The quiet, frantic breathing of a fox as it darted from the hounds. Upon further investigation, Kafka realized whose breathing that was, and, despite seeming hesitant to turn her gaze from the man before her, looked at Memory.

Her eyes were open now, open and staring directly at Kafka. With pale skin and trembling hands, Memory looked like a woman who had gone to Hell and back in those few moments she had been trapped in her own mind. She licked her lips, and then parted them to speak.

"…I won't be used anymore…"

Her voice had cracked towards the end, but the point had made itself clear. Her eyes shifted to Octavius; she smiled lightly. He inclined his head ever so slightly to tell her she had done well. That smile widened a little more before fading away to nothing. Her eyes rolled into the back of her head, and she fell from the chair onto the floor.

Octavius didn't move, despite the chaos that was born the second Memory collapsed. Orderlies began running, one dashing to scoop the woman up while other moved to open the door. As they ran about like frightened children, Octavius kept his eyes locked onto one person, and one person alone. Kafka stared right back, staring at but not through him with her pretty gaze. He gave her a grin.

"I think you should go back to your room, Otto." She finally spoke, once they were alone.

Octavius stood dutifully, but didn't leave. Instead, he walked over to her, and raised his chin. "I believe," he began, "that you should watch your back, Doctor. Many people don't like having their minds twisted and toyed with. And we really don't like it when we see that the only reason your toy is doing as you command is because of the amounts of drugs you and other people like you pump into them. Keep this in mind, Doctor, because one day, it might just come back to bite you."

With that warning, the scientist many considered insane gave a warm smile and walked out of the room. Kafka watched him leave and didn't take her eyes off him until long after he had disappeared from her sight. Then, releasing the breath she had been holding, she collapsed into one of the two chairs. Her eyes rose to the ceiling.

"Marco, what have you gotten me into?"

---

In eighteen hours he would be free. In little more than half a day, he would no longer have to deal with the mentally unable and criminally insane. The stage was set, props up and ready, with the actors cast. All he was waiting on was his cue, and then the spotlight would once again be all his.

But for now, he would stay in the background. It was not yet time for Macbeth to take the stage. After all, it was but the beginning of the play, and the witches had not yet had their turn to shine. They were needed to play their parts, to cast each of their spells. Otherwise, his plan would be altered; he could not allow that to happen.

Enter witch number one, played by the lovely Doctor Kafka. She announced that it was recreational time. Under her spell, the cells opened, and every ant filed out obediently. He followed them to the common room, always keeping a watchful eye on the actress that was his Lady Macbeth, now awake and giggling again.

Witch number two entered as the news journalist on the ridiculously small television. She spoke of an explosion in Oscorp lab, caused by a source that was as of yet unknown to all – all except him, of course. Despite her efforts at weaving a spell of misty fear, the only emotion that captured his heart was pure euphoria. Freedom was oh so close. He could taste it. He could feel the fresh air skirt across his skin. That was the effect of her spell.

The final witch had a gender-switch. Cletus Kasady sauntered pass the couch where he sat to make his way over to the picnic table. Upon the table lay several packs of cars, a few board games, and various other activities. However, Kasady didn't seem to have any plans on playing, at least not with the items laid out for that purpose. Instead, the russet haired man seemed to have it in mind that it was acceptable to toy with Memory, and moved to sit beside her.

Ah, the Lady Macbeth. Currently budding, Kasady was sure he could make her flower into a criminal just as insane as he was. She, who currently doodled on a notepad with a bright pink pencil that had a feathery end, was the object of his twisted mind games. Octavius didn't like that.

He wanted her power under his thumb. He wanted her to cling to him, to need him. If Kasady turned Memory into a woman as dark, as cruel, as Mary, or he managed to destroy the innocence within her, then Octavius would no longer have the chance to mold her, to make her into what he needed. She would be no more than a wild animal who needed to be put down.

So, decided to keep an eye on her, and an eye on the television.

"Doctor Octavius, may I speak with you?"

Doctor Kafka voice cut through his concentration, and Octavius mentally cursed. However, he decided not to show his anger, and simply looked up at her. A warm smile crossed his face. "Of course, Doctor Kafka. Please, take a seat."

"Thank you." Still, she remained standing. "This won't take long. I simply wish to ask you a few questions." The quick glancing away of her eyes let him know exactly what the conversation was about. The doctor wasn't a very good poker player.

"You speak of Memory as if she isn't around." Vaguely, he motioned to the young woman. He didn't look at her, not yet. "If it is her you wish to speak about, then perhaps we should bring her over as well."

Kafka shook her head, "No, Otto. I would prefer we not. This conversation is _about_ her. That doesn't mean we will include her."

His face suddenly went hard, as if the "good doctor" had just insulted him. "I know what this conversation is about, Kafka. But it's not exactly polite to point and whisper behind another's back, is it?"

"Perhaps not, but in some cases, it is necessary."

"And this is one of those cases, is it not?"

Kafka didn't reply. Instead, she moved to sit beside him, smoothed the wrinkles in her skirt. "In case you haven't noticed – although I truly don't see how you could not – the personality dubbed 'Memory' has a personality disorder herself. She is abnormally dependent, and watched others before she even attempts to make a decision. I'm slightly afraid that your interference, this mother-bird personality you have taken on around her, is hindering her progress. It's only making her more dependent."

Ah, so his plan was working then. Yes, Octavius had noticed, and diagnosed, her Dependent Personality Disorder. She had found him interesting, saw how he had offered her advice upon meeting him, and clung to his side from then on out like a briar. Not like he had a problem with it. In fact, he highly encouraged it. It made his job all the easier. She trusted him; she depended on him. Never would she defect from his side.

She would follow him always, like a kitten lost in the rain.

However, he played the "good patient" act with a smile. "Really, Doctor Kafka, I don't see how my words, as few and as rare as they are, could affect her as horribly as you claim."

"Perhaps, Otto, but you must understand-"

However, before she could finish, there was a sharp cracking sound. It sliced through the air like a well-aimed arrow, shattering all hopes of conversation. Kafka turned her head to observe what was going on; her eyes went wide. Fear bloomed quite beautifully there, he had to admit.

"Kassidy, stop!"

"Get your hands off me! I'll kill you!"

That voice caught his attention. Octavius snapped his head to the side, and leapt to his feet at the sigh before him. "You will release her, Kassidy, and you will release her _now_." That last word was a complete threat, nothing hidden about it. He clenched his fists in a mannerism that Otto Octavius never would have attempted before Octopus.

Kassidy cackled manically. He held Memory against the far wall, her hands pinned to the wall. There was insanity flashing in his eyes. It wasn't the kind that appealed to Octavius – not like Memory's – and it made him sick. He took a threatening step forwards, but the russet-haired man just laughed him off yet again.

"Oh, come on, Octopus. You know you've wanted to see her like this for a while now."

"Orderlies!" Kafka's voice screeched.

Ignoring that voice, Octavius took another step forwards. However, before he could get any farther, Kassidy doubled over. Mary grabbed his shoulders, brought her knee to his chin, just as she had his groin a moment earlier. The man fell back, allowing Mary to squirm away from the wall. Then she kicked him again.

Pride swelled in Octavius' chest, even as the orderlies dashed forwards. Even Mary saw the disgusting muck that was Kassidy's soul. Memory's own "sister" couldn't stop him from corrupting her now, he realized. And that made him smile.

But then hands clamped over her arms, holding her fast. She began to scream and struggle, desperate for escape. One of the orderlies revealed a syringe and plunged it deep into her arm. Kassidy hit the ground as two of the men did the same to him, but Mary wasn't as complacent. She screamed in horror as the medicine flowed into her bloodstream, slowly sapped all her energy.

Her body slumped forwards, head falling so it hit her chest. Those innocent eyes stared up at him with a gaze he knew only Memory could hold. Her lower lip wobbled as her eyes glazed over.

"He _touched_ us, Otto…"

And then she went limp.

An orderly scooped her up, tossed her over his shoulder as if she was a bag of spoiled veggies. Nodding politely to Doctor Kafka, he then left, with the woman's body in tow. The others filed out after him, two of them carrying Kassidy between them. Seeing him being carried out brought a smirk to Octavius' face.

Finally, that bastard would get what he deserved. He would be placed in solitary, where he couldn't hurt anyone else.

But then she realized who would also be going to solitary, and his smile fell. When he glanced over at Kafka, she appeared to be observing him.

"You care for the woman." It was spoken as a statement, though the doctor's tone was incredulous. "Perhaps it is best she's going to solitary, then. She can continue healing without her dependence on you. You can now focus completely on your own way to stability. It's best this place."

Despite everything, despite his fury, his anger, and his displeasure, Octavius realized she was right. Much to his disgust, he realized he did care for the woman. Maybe no more than a pet, or an oddity he wanted to discover, but there were still feelings there. He cursed himself for his weakness.

Of course, with this new epiphany in mind, and the remembrance that she was in solitary, Octavius knew his plans needed a new turn. He couldn't follow the ways of his old, well-thought out method of escape. Now he had to go in there, improvise. He hated to improvise, but he could do nothing more.

It wouldn't be perfect, but, hey, it'd be fun.

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Reviews would be nice...?


	8. Chapter 8

**Disclaimer:** Ock/Electro/Vulture all belong to Marvel/Disney. Memory/Mary is/are mine!

AN: OMG! I actually got reviews! I am so proud. 3 Anyways! Here's a new chapter. Sorry for the length. Hopefully the next chapter will make up for it.

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It was three o'clock when it sensed them nearing. Far too early in the morning for any normal soul to be awake, let alone plotting evil. Yet there he was, sitting on the only piece of furniture he had been granted in this homely cell and waiting for the right time to begin his plans. Just a few more minutes…

At three seventeen, he heard them. They slithered on their bellies towards him, like snakes stalking their prey. But to him, their sounds far more resembled a troupe of boys rushing towards the door to greet their father after a long day at work. It actually lifted his heart and drew a smile to his lips to lay his gaze upon them after so long.

They crawled towards him, slid through the bars with ease. They crowded about his feet, claws gently scraping against the cloth of his hospital gown. Like little boys who wanted nothing more than to be lifted into their father's arms, he mused with delight. With a mere thought, he allowed them to move about freely, to go where they wished.

They leapt upon his back.

They were like puppies, these beings that wriggled about as if they owned him. They were his creations, his pets, and his children. Otto considered them monsters. Octopus considered them kin.

With a gentle click, they rejoined. He could feel the power swell, feel it grow as their consciousnesses merged yet again. An insane cackle, one of relief and utter joy, bubbled towards the surface. However, Octavius pushed it away. He mere flexed the actuators instead, and relaxed. It was like stretching a muscle that had been tense for far too long. It felt _good_.

Finally, he was whole again. Finally, he wasn't just the mentally insane Otto Octavius, victim of circumstance and childhood bullying. Finally, out of the ashes, Doctor Octopus had revived, better than ever.

It was time for mayhem.

* * *

He dealt with them quickly and without mercy.

They had come to stop him, as all pitiful minds did. As soon as he had let his new-found freedom be known, they swarmed about his person like irritated bees. And, to him, that's all they were, truly – a handful of irritating insects. His actuators spread out, impaling one and crushing another's skull. Before too long, they all were dead about his feet.

He chuckled quietly as one of his arms shrugged the body of an orderly off its claws, came over to his face. Gently, he wiped the blood off of the tips with the coat they had brought him. "That's right, my children, tell them we're back. Tell them how you've returned your father. Tell them it's time they paid for the horror they've put him through."

"Hey, Doc! What about me?"

Octavius glanced up as Maxwell's voice broke through his insane chatter, and a small smile formed on his lips. The actuators lifted him into the air, so he was eye-level with the row of cells on the second floor. The claw by his head opened and closed threateningly.

"Of course. Forgive me for my momentarily forgetfulness, Maxwell." The claw shot forth, encircled three of the bars, "Do kindly step back. I would hate for flying debris to injure anyone."

"Electro, Doc." Maxwell reminded, but still took several steps back.

The actuators supporting his body centered themselves on the ground, digging their claws into the concrete. He narrowed his eyes, let his whole body tense up. A muscle rippled in his back, and the arm yanked the cell bars clean out of the concrete walls. Octavius tossed them away as if they were nothing.

Electro stepped out of his cell, cracked his neck. His fists clenched. Electricity began to hum in the air, originating from the very man who stood before Octavius. It began to crackle across his features, highlighting his hidden eyes. With a burst of power, Electro overcharged the restraints, and they fell to the ground. His mask flew back, revealing the aura of electricity that surrounded his face.

"It's good to be back." He grinned.

Octavius observed as Electro shot a bolt of electricity clean through the heart of a gasping orderly, "I understand your position completely, Maxwell. However, I would ask that you do a favor for me."

"Anything, Doc."

"Kindly free Kraven and Adrian for me. I have…business to attend elsewhere." Octavius' eyes flashed dangerously at that statement; two of the arm's claws snapped. Electro had a feeling he knew what the doctor meant.

"I'll get them, Doc." He agreed, nodding.

Octavius began to walk down the hall. "Meet up at the factory, Maxwell. And do try hard not to get caught again. I hear spiders roam the night now."

With that simply warning, the doctor was gone. Electro ran a hand through the aura of electricity, knowing very well what Octavius was speaking of. He sighed quietly.

"I believe that means now, Electro. Before word gets to our spider friend."

"Right, yeah… Coming, Vulture."

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Reviews are greatly accepted!


	9. Chapter 9

**Disclaimer:** I own nothing except the plot and Memory/Mary.

A/N: Thank you to weapon13WhiteFang for reviewing! Your review made me smile, and so I had to post this chapter up. It may not be what you were expecting, probably isn't, but I promise Octavius _will_ get his revenge on Kafka. After all, as they say, the best things are worth waiting for. And so I leave you with this chapter!  


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She was cold.

Her body was burning, yet she was cold.

Any place you touched, her skin was on fire, and yet she received no heat. Her flesh could have warmed an entire nation with its degree, but still her body trembled where it lay, cold and abandoned on the concrete floor. They had left her with a thin sheet to cover with, but what good did that do?

Still, it and the flimsy hospital gown were the only protection she had against the chills, and she wrapped it as tight as possible around her. Her chattered so loud the sound echoed in the lonely cell, making her delirious head pound harder and harder. Nausea churned in her stomach, the lack of food making it cramp.

_They did this to us, Memory._ Mary's voice sighed.

She had been the only companion the woman had since being confined in this damp, dark, little hole in the wall. And for once, she wasn't mocking her. Instead, Mary had come to dub Memory as "little sister," and used this time to bond and make up for years gone by. She comforted and soothed; her words and tone gentle for once.

_That man, the one who hurt you, and the doctor – she gave you the medicine that did this to you. To us. They locked us in the darkness again, Memory. _

"I—I know…" Curling up, Memory wanted to weep. Everything hurt, due to the sickness coursing through her. Everything was distorted, unreal. The pulsing of her very brain feel as if it was trembling beneath her.

No. No, wait. The ground was shaking, she realized. But why? New York rarely got earthquakes, and even when they did, they were never like this. Never violent. Maybe, _maybe_, some merciful deity had finally decided the "mad little girl" had suffered enough. Maybe she could finally have peace, and a mind she didn't have to share.

Did they give schizophrenics a body for each soul when they died?

_Oh, don't be silly._ Mary chided, _No one in this universe loves us enough to put us out of our misery, little sister. They would rather point and laugh as we suffer and writhe in agony. You know that as well as I do._

But before Memory could respond, a loud crack split the air. Light flooded the room from an unknown point, dust particles dancing in its glorious warmth. Memory breathed in a heavy cloud of it, and it sent her into a fit of coughing so painful her chest felt as if it would explode.

There was a crash, somewhere in the distance, followed by a cry. Memory didn't bother to look up, as all of her attention was on the fist that seemed to be squeezing her lungs.

Hands touched her should, lifted her into a sitting position. There was a noise, that same voice speaking, and Memory raised her heavy head to gaze upwards.

Right into the sapphire stare of her savior.

* * *

He had expected her to be asleep. He had expected her to be doodling on the walls, or playing some childish game. Perhaps she would even be singing one of those stuck-in-your-head songs, as children often did. He had expected all that, and much more.

But he hadn't expected this.

With a furious roar, Octavius let his arm shoot out; impale an orderly cowering in the corner. He slung the body away, and lowered to her side.

She was trembling, her entire body shaking with the sickness he knew she was facing. Her body was hot to the touch, face covered with droplets of sweat, and yet he knew she was cold. Her skin was the very color of death, with her blue-green eyes glazed over; her breath was shaky. Octavius knew, despite not being a medical doctor, that these were the after-effects of some sort of drug.

Cursing, he shrugged off his jacket. After a far too easy battle, he snatched the sheet from Memory, only to wrap her in the warm leather. She pressed her body against the new protection, a painful smile forming on her lips. Despite the haze, she seemed to realize who he was.

"Ot…Otto…" She stared up at him with those wide eyes, accented by her dilated pupils. "It…_hurts_."

For some reason, that sent a pang of sympathy through his cold heart. He tightened the leather jacket around her body. "Memory, listen to me. _Listen to me._ I need you to tell me something. Can you do that for me?"

"I…I can't think. I can't…" She whimpered quietly, curling against his body. Her body gave a shudder, "Otto, help me. _Please._ Help me…"

"I'll help you, but you've got to tell me. What did they give you?" He gave her shoulders a shake, "Memory, listen to me. They gave you drugs. Medicine. What did they give you?" Gently, he pressed a hand against her face, to try to get her to focus.

Memory shuddered once, twice. "I don't…I can't…" She pressed her face into his hand, "Your skin is so cool…" She slurred.

"Memory, _focus_!" He hissed. Again, he gave her shoulders a shake. "What did they give you? They have to tell you in order for it to be legal." Though he seriously doubted what Kafka and the orderlies were doing in the asylum were legal, he knew Kafka was "trying" to do the best she could. "Think."

Her breathing became increasingly labored, and she shook her head. "I can't. It hurts to think. My head… My stomach. I can't…I can't breathe." She shifted in the coat, clutched a fistful of her hospital gown, near her chest.

Octavius let an arm shoot out, wrap around another cowering orderly. Apparently they were too stupid to run away while his back had been turned, but that didn't matter now. He had this one, and he had every intention to find the information he so desperately desired. Yanking the man to him, he stared into the man's eyes with his own hellish cold gaze.

"What did you give her?"

"I-I don't… Man, I don't know! Kafka said--" He let out a choking noise as a claw dug into his throat, pressing but not cutting, "Molindone! The drug's Molindone!"

"Thank you."

And with those words, he ended the man's life. After tossing him away, Octavius used his arms to lift him into the air. An actuator carefully wrapped around Memory's body, lifting her off the ground as well. The last remaining arm shot forwards, creating a giant hole in the ceiling. It was an effective exit strategy, and one that would get them out of there before a certain arachnid could find them.

His arms propelled him out of the building and through the nighttime sky. The brisk New York air hit his chest, causing his lungs to squeeze in a way he had missed. It shocked his system, made him even more away than he had been a moment earlier. It caused him to push his arms harder, faster. They sailed across the skyline as if nothing could stop them.

Once Ravencroft was a mile behind them, he paused to take in the sights, the sounds. All he had missed during his incarceration in that hell hole he was experiencing now, and he was enjoying it.

_Freedom._

It was then he drew the arm holding Memory to him, to check and make sure she was all right. Her eyes were closed, and her mouth slightly agape, but it didn't alarm him. Through his arms he could sense her heartbeat, and that told him he was merely sleeping.

He smiled at her.

"I always keep my promises, little Memory." Octavius said quietly, then turned back to gaze at the city.

He took off again, heading west.

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HFG: Reviews are _mucho_ appreciated! (Half Spanish counts!) I really love to read them, and they make me feel all fuzzy inside. Also, let's say it together: _Awwww!_ Octavius is showing a side he rarely shows, even if he's silently hating it. Gotta give him credit for trying, at least.


	10. Chapter 10

**Disclaimer:** I have yet to convince Marvel to hand over Otto, in all forms, so I still don't own him or any of the other Spider-Man characters. I do, however, still lay claim on Memory/Mary. You may not touch her without written permission from me! Then you can fiddle with her. But first you need permission! (huggles her psycho creation)

A/N: OMG, another review? I feel so honored! I'm gunna cry! ;-; Kia, if I may call you that, you are so sweet, and I love the reviews you give! They're ... May I say hyper? I love them! I will keep writing Memory if I keep getting these lovely, funny reviews! Without farther ado, here's your chapter!  


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"Is she alive?"

"Quite?"

"Well, why isn't she moving?"

Kraven answered Electro's question with a rumbling sigh and, "She sleeps. Kraven, he can smell the sickness coming from her."

"She's sick?" Electro took a step back. If there was one thing he didn't need it was illness. A simple sneeze could black an entire community out, and draw unwanted attention to himself. He eyed the woman cradled in Octavius' claws nervously.

"No, Maxwell." Octavius sounded irritated as he used a claw to knock papers and old machinery off a wooden desk, "It's just the after effects of the mind-numbing medicine our beloved psychiatrist forced upon her. You don't have to worry about catching a cold."

The relief Electro felt was near visible as his shoulders relaxed, and he let a tentative smile cross his face. Maxwell watched Octavius gently lower the woman onto the desk, keeping his coat wrapped around her, and placing an old bag under her head for neck support.

Despite the stoic and cold expression on the Doctor's face, Electro sensed an odd sort of tenderness in the action. He glanced over at Adrian, who didn't seem to notice, and then at Kraven. The cat-man was staring at Memory, but not at Octavius. Maybe he was the only one who saw it, then. Or maybe he really was insane. That was a viable option.

"Maxwell," Octavius spoke up, not yet turning away from the woman, "would you mind giving us some power? It's dreadfully cold in here." As if understanding him, his arms moved and wrapped around his body.

"Uh, yeah… Sure, Doc."

As Electro wondered off, Octavius turned to Adrian, finally taking his eyes off Memory. "Has Phineas reported back yet?" He asked, voice neutral. Except for the arms bundled close to his body, his entire form and tone gave away no emotion. He appeared to be the cold, calculating man they all knew.

Vulture rolled his eyes, "Apparently Tinkerer has one more Spider Slayer to repair before he delivers on his promise to us. He said it would be just a couple more hours."

"Because Smythe pays so much better than we do." Now there was agitation in his voice; it flashed in his eyes. "Very well. Rhino, Shocker – have they reported in yet? They were supposed to be here before we escaped."

"I'm afraid the spider got to them." Vulture shifted nervously, "He managed to capture Shocker, but Rhino escaped. However, he's taking the long way here, in case of the spider's followings. His arrival will take an hour at the most."

That assurance was little comfort to Octavius. In fact, if it did anything, it made him even madder. His arms began to slither about his head, poisonous snakes ready to strike. His hands clenched and relaxed several times where they hung by his side. Finally, one arm shot out, gutted a nearby box.

"That accursed arachnid!" He spat, and threw the box into the nearest wall, "After all my careful planning, after all my struggles to make sure our escape was perfect…! I already had to compromise once, why must I do so again?"

Before Vulture could reply, Electro walked back in. There was a smile on his face, though it faded when he sensed the anger that had formed while he was away. He sent a careful look to the still-fuming Octavius, then a curious glance to Vulture.

"Did I miss anything?"

Vulture filled him in, "I'm afraid Tinkerer and Rhino have been momentarily delayed by a certain pest. We'll be here for another few hours, Electro." He sat on a box, a bored expression on his face.

"Spider-Man interfered?"

Octavius saw the look Vulture was giving him, a very deadpan expression, and decided wisely not to comment. Instead, he let his arms fly about for a bit. He had so many well-known emotions – and a few he wasn't used to – flying about in his head he was becoming confused. Disoriented. And he didn't like it.

"Kraven thinks the woman is-"

A fit of coughing interrupted Kraven and caused all eyes to turn to the being on the desk. Memory was clutching her chest, eyes still closed, and coughing as if unable to breathe. Octavius bounded over towards her, but not before Kraven got there. The man placed a huge paw on Memory's shoulder, pulled. She rolled over onto her belly.

Octavius landed in front of her, ran a claw down the length of her body, just a few inches above her actual flesh. The readouts displayed in his brain. Without even looking back, he shot an arm towards Electro and grabbed him about the waist. He lifted him into the air.

"Why isn't the heater on, Maxwell?" Growled the doctor.

"Ugh!" Behind his goggles, Electro's eyes widened in concern and fear. "It'll… It'll take a moment for this place to heat up! It's been abandoned for a long time, Doc. Just give it a few moments."

Disgusted, Octavius released Electro. He drew the arm closer to his body, touched Memory's face with the claw. Memories flew into his mind – memories he didn't recognize. Memories he wasn't sure he wanted to see. In the back of his mind he locked them away. They were there when – and if – he needed them. Right now, he had bigger things to take care of.

Octavius turned away from Memory to gaze at his group. They were all staring at him as if he had lost his mind, although some were more tactful about it. Adrian was merely staring at the girl instead of him with his jaw on the ground, as Electro was currently doing. Kraven, however, was standing beside Memory, a soft noise coming from his throat.

"I'll contact Phineas again." Vulture volunteered, standing, "Perhaps he has finished early." Always knowing when it was right, and when it was wrong, for him to be present, Adrian Toomes took his leave. He exited the room quickly and discreetly. Electro hurried after him.

"Kraven doesn't think you're loosing your mind." Kraven spoke up, looking at Octavius, "I think you sense the cub's troubles and are acting to them. You have Pack mentality. A member of your pack is hurt; the Alpha always watches over."

"We're not a pack."

"Kraven believes we are a pack. We hunt together; we fight together. We have the same pray and the same enemies. We respect you as our Alpha."

Octavius cut his eyes at the man-lion, "You want to be 'pack leader,' as you call it. Take it and be gone from my sight." One of his arms slid out and upwards, its claw clinging to a pipe just above them.

"Kraven is the strongest among us." He puffed his chest out in pride, "But strength doesn't win it all. Even Kraven knows this. That is why he allows you to be Alpha – for now."

Octavius grunted once; his feet landed on the sill of a broken window. "Do keep that in mind then, Kraven. And know that if you lay one finger on her while I am away, I will prove to you exactly who out of the two of us is stronger." The claws snapped threatening, and then his arms pulled him away from the building.

Kraven turned his eyes onto Memory, a frown on his face. The cat in him was stalking back and forth. It could sense this woman's sickness; it knew the pain and suffering she was going through. Kraven may have been what the world considered a "villain," but he was not a merciless killer. He had no intentions of harming an innocent, especially not an innocent that had aided in his escape.

Cats were proud creatures. The feline family was a noble one, with the lion in his blood elevating him to King of the Jungle. And a king always protected his subjects.

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HFG: It's short, I know, but you'll be getting more soon! (I already have the next chapter written - and it has Spider-Man!!) So keep an eye out for it. ;)


	11. Chapter 11

**Disclaimer:** As usual, I still own nothing except my OCs. Marvel won't hand over Ock. Although I am getting a plushie version of him!

A/N: Just wanted to point out that, as a celebration for my completion of NaNoWriMo, I am posting this chapter up a day earlier than planned! This is not only because of my happiness, but because I was getting bored with just staring at the paper trying to write, and decided to go with what I have. Perhaps this'll help me come up with ideas. Anyways! Featured in this chapter are Spider-Man and Kraven, with the both actually getting pretty decent writing time. Ock is, of course, in it. Only this time he discovers something that is really gunna piss him off. Yes, people, he actually has emotions. They're buried, buried deep, but he has them! As much as he hates it, and as much as he wants to reject it, he does. Because otherwise, he would not be human. He would be a machine. And fan girls don't love heartless machines.

This chapter is dedicated to Kia, for being such a loyal and awesome reviewer! I hope you enjoy!

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_Branded like an animal,  
I can still feel the burn in my mind,  
I do believe that you've made your message clear,  
I think I'm losing my mind,  
I think I'm losing my mind!  
Deprivation, isolating, all that I feel,  
Leaving me with images I know are not real,  
Are those words of condemnation that I hear!__  
I think I'm my mind,  
I think I'm losing my_

"Perfect Insanity" Disturbed

* * *

She awoke to less pain than she had been in before. Her head no longer felt as if someone was pounding on it from the inside. She no longer felt as if she was shivering in the arctic. Her body was now receiving and keeping the warmth offered by whatever cloth was tightly wrapped around her form. For once in her life, Memory actually felt like she could sleep in and not feel guilty about it.

Tightening the cloth around her, Memory drew her legs closer to her chest, murmured something even she didn't understand. She sensed movement nearby, but didn't bother to look up. She was in just enough pain that even opening her eyes seemed like too much of an effort.

"The cub has awoken, Kraven sees."

The unfamiliar voice scared her so that she forced her eyes open. A strangled gasp came from between her lips, and she struggled to back away. However, the man – cat-man, actually – before her simply placed a huge hand on her shoulder. She stopped moving in her tracks.

"The cub has nothing to fear from Kraven." He said gently, almost purring, and removed his paw from her, "Kraven is merely watching over you, until the Doctor returns."

Fear clenched her heart like an unforgiving fist. She scooted back, eyes wide, and shook her head. "I don't wanna see the doctor, Kraven. She made me sick. She locked me in the darkness. Please don't let her come back…"

Confusion flashed in those cat eyes, until he registered what she was saying. He chuckled quietly, shaking his head. "Kraven doesn't mean the female doctor. He means the one who has given us freedom. Do not worry, cub, if all goes well, you will never have to see that doctor ever again. Please, relax. The fear I smell isn't good for your illness."

Memory hesitated. She stared at him with wide, wide eyes, as if she was dissecting him. Finally, her shoulders relaxed, and she placed her hands under her to sit up. Kraven offered her a hand, and she took it. "Thank you." She murmured politely.

"It is no trouble, cub."

Memory loosened her grip on her blanket, only to realize, as it pooled in her lap, that it wasn't a blanket. It was, in fact, a top quality, leather trench coat. Various shades of brown gave it life, and warmth. She pulled it close to her chest, lowered her head so she could inhale the scent. It tickled her nose, and made her giggle.

"It smells like…" She paused then, glanced up at Kraven. Her eyes appeared lost, uncertain. "It smells like Otto. Where is he? Is he out, too? Is he okay?"

Kraven could see the hidden worry and concern for Octavius flickering in her eyes, so he released a gentle-sounding noise. "The Pack Leader is out and about, cub. He will return shortly. Kraven believes he went to check on our transport away from this place. Kraven is glad, too. The cat inside him hates being cooped up."

"I understand."

Memory glanced up, glanced around. They were in an abandoned factory, of some sorts. She had no idea what it made, or who once owned it, nor did she truly care. This building could have belonged to Norman Osborn – though she had no idea who that guy was – for all she cared, and still she never would have remembered to send him a single lily as thank you for using it.

All she knew, all she cared about, was that she was free of the darkness and of the medicine that had constantly been forced upon her. She was free from being used as a pawn in games of will and mental abilities. No longer could she be forced to use her abilities on people she cared for. Kafka and Marco could find someone else to manipulate. She was _free_.

She giggled once, twice. Then, she burst into a fit of childish giggles. Her eyes were twinkling with the happiness that not many people ever felt in their lives. All her life she had been someone else's property, someone else's little toy. She had been used, then tossed into the darkness until they were to use her again. Now she was out, now she could move about as she pleased.

For the first time in years, she could feel sunlight's glorious warmth.

It was filtering in through a hole in the roof, the golden rays lighting up the room around her. It made her shiver with delight, giggle yet again. It felt warm, much warmer than the artificial lights and blankets the asylums she had lived at had provided it. This felt real, and that was all that mattered to her.

Memory looked over at Kraven, "It's warm." She said, beaming, as she scooted so her entire body could be warm.

Kraven made a face, "It is chilly out, even for a cat. Autumn has approached quickly, cub. It's Halloween."

Her eyes lit up, like a kid at Christmas. "Halloween? I remember Halloween. Candy, costumes – being who you weren't for a day! I only had two Halloweens before they locked me up, but they were my favorite of all my days. I could be me without getting odd looks. I could say I had another soul in my body and no one would call the cops. They always gave me extra candy, too, because my costume was the most creative."

"What did you go as?"

She grinned over at him. "A mental patient."

It took him a moment to get the humor flickering on her face. But when he did, his chuckled vibrated across the entire room. "How unique."

Memory opened her mouth to reply, but was distracted by something fluttering nearby. Her head shot to the side, and her eyes went wide. She reached up, fingers aching to touch the fluttering butterfly. It was probably the last one she would see until spring, as it was far past the time for butterflies to have laid their eggs and passed on. The sleeve of her gown fell to her shoulders, but she didn't care.

She wanted this creature.

Her other hand rested in her lap, clutching the jacket so it wouldn't fall as she leaned forwards. Part of her expected Kraven to object, to tell her to sit down, but apparently he was just as amused by her attempts at "cub-like behavior" as he would have been by her falling. So he let her play, carefully avoiding his eyes from any parts lower than her face.

Sunlight and a very thin cotton gown on a woman didn't make an honest man out of many.

Unfortunately, one such man was walking in just as she was reaching forwards, into the golden rays. He stopped dead in the doorway; even his arms froze as he observed the woman. A light blush crept onto his face as his eyes traveled.

She was stretching, reaching to capture the butterfly that was just out of reach. Her gown was off her shoulders, exposing more flesh than he had seen in a while. The sunlight hit her hair, causing it to appear fierier than it had been previously, with the rays glittering through the hospital gown to highlight the form hidden underneath. Normally, it would not have caused such a drastic reaction in the doctor as a _blush_, but he had been confined in that asylum for so long. It was to be expected, even if the doctor himself had not done so.

The girl had become a woman right in front of his eyes. Innocence still emitted from her very being, but there was a different air about her. The smile on her face was content, happy. Her eyes glittered with an odd sort of fascination. They were the exact same as they had been in the asylum, and yet different. She still looked like a schoolgirl reaching for the lunchbox that was held just barely out of her reach; it now caused a different reaction within him, and he did not know why.

That bothered him.

All his life, science had been the answer to every problem, every question he had. Now he was faced with a problem that even his vast knowledge could not comprehend: human emotion. Perhaps it was because he had realized he was growing a sort of ... _attachment_ to the woman. Yes, that had to be it. He was now aware of her dependence on him, just as he was aware of his innate sense of chivalry forced him to protect her. It was because of that deadly combination that he had placed himself between her and the outside world. He needed her to depend on him. He needed her to need him. This was just some sort of reaction to his plan working.

"Oh, look, I caught him!"

His eyes shifted up as her voice broke the silence. The butterfly rested on her finger, cleaning its head and fluttering its resting wings every so often. She was looking at it as he had so often looked at the marvels he had built. Only his had been marvels of science. She was a marvel of the natural world. No! She was _observing_ a marvel of the natural world. He gritted his teeth at the mistake, mentally scolding himself.

He had to remain neutral. He had to.

"I see you've found a friend."

She glanced over as his voice echoed across the room. A wide, wide smile formed on her lips, and she offered her hand over to him. "Look, Otto! Isn't he beautiful? I think he likes me."

The butterfly had taken to cleaning its face on her fingers, its wings twitching every so often. She drew it close to her, ran her fingertip over its head. It paused in its cleaning to look up at her. Its antenna twitched.

"You're so beautiful, little one…" She cooed. Gently, Memory brought it to her lips, caressed the insect's wings with them. Then, she held her hand back up, "Go on, little one. It's getting late in the year. You've got to make sure your children are safe before it's time to pass on." Her face was peaceful, open, as the butterfly checked its wings. Then, without a glance back, took off towards the sky.

She glanced over at him, her hand still out, as if she was willing to catch that which wouldn't return. Slowly, her hand returned to her lap.

"Fly, butterfly, fly." She murmured quietly, then shifted so her legs were hanging off the edge of the desk. Memory slid from her perch to stand. She opened her mouth to say something, but was interrupted when Adrian dashed into the room, clutching a briefcase to his chest desperately.

"We have to leave. Now." He stated. "The spider's on his way."

It took him a moment to realize exactly what Adrian was saying, but then it struck him. Octavius felt his blood boil at the thought of the cursed arachnid ruining yet another of his well thought-out plans. His arms took to moving again, slithering about his head. They were ready to strike; they were ready to act upon his emotions. He turned to Kraven. "Find Maxwell and take to the underground. Meet at Tinkerer's."

Kraven nodded. He fell onto all fours and took off down an adjoining hallway. When Octavius turned back to Adrian, he was already rummaging through the suitcase to pull out his Vulture wings and costume. Octavius had a feeling he really didn't want to know where they had come from, and so he turned to Memory. The ice cube that had once been his heart sunk upon realizing she was staring at him, mouth agape.

She was staring _at his arms._

They stopped their violent movements almost instantly, choosing to freeze in place right above his head. She turned her jade gaze onto him, eyes wide. He saw the muscles in her throat contract and expand in a swallowing motion. She was afraid. She was afraid of his arms. She was _afraid of him._

"Memory-"

"Why didn't anyone tell me the circus was in town? Or is this a petting zoo?"

Octavius' blood ran cold at the mocking voice that interrupted him. He turned his head, and saw Spider-Man perched on the very same windowsill Octavius himself had made his exit from just hours before. His head was cocked to the side, and the doctor just knew there was a mocking smile hidden behind that red mask. Immediately Octavius threw his arms out, aiming their deadly claws at the arachnid. Nimbly, Spider-Man dodged, landing on the top of a machine.

"An octopus and a buzzard. Let's find Rhino and Kraven, and we can sell kiddy rides!"

Snarling, Octavius launched another assault at the hero. He was getting ever-tired of the constant mocking, the constant jokes directed at his expense. It did nothing but bring him anger, cause his blood to boil, despite Octavius knowing that he needed a clear head to enact his plans. He was a scientist; emotions over logic was a luxury he simply could not afford. Unfortunately for said scientist, yet again Spider-Man managed to dodge, and ended up hanging upside down from the ceiling. Behind the mask, Octavius just knew that the superhero was laughing at him, mocking him for his slowness.

"Otto… I wanna' leave…"

Both Octavius and Spider-Man's head snapped towards the quiet voice. Memory was standing in the middle of the room, staring up at Spider-Man with wide, frightened eyes. She had undoubtedly been trying to reach him before the attack had begun, and was now probably frozen in fear. He knew her child-like mind wouldn't be able to process the importance of the battle he was currently in. Just as he knew Spider-Man would—

A mass of webbing encircled Memory's waist, and the young woman went flying towards Spider-Man. A strangled scream pierced the air, though it was cut off as the woman emitting it lost her breath. Spider-Man caught her, gently wrapped an arm around her waist. "It's okay, ma'am, I've gotcha. You're safe. You're okay. Are you hurt? Do you need to go see a doctor?"

Octavius saw the silent scream forming again in her throat, could see it in her eyes. She was terrified. She was not terrified of him, or terrified that she would not be able to escape his grasp. She was terrified, horrified, of the man that currently held her to his torso; she was terrified of the man that many considered to be the hero of New York. It was delicious in his eyes. However, Octavius could not enjoy that victory for too long, because he noticed something about Memory. Her shoulders began to rise and fall rapidly as she began having a panic attack.

Rage turned his vision blood red, and Octavius shot forth another arm at Spider-Man. The hero managed to doge lithely, taking Memory with him. He circled in the air, shifting so the woman switched arms, and landed on the tip of a broken crane; he tilted his head to the side and looked down at Octavius.

"Do you mind, Ock?" The superhero perked an eyebrow behind his mask, "I know you want to kill me, but really? Taking a girl hostage _before_ you're even out of prison for a day? Isn't that a little extreme?"

"Get your hands off…" Octavius couldn't finish his sentence. His voice was shaking with the rage he was feeling. The arachnid had foiled his plans time and time again. He had beaten Octavius bloody and bruised. He had ruined even the most perfect of his plans. And now he _dared_ to lay his hands upon one who_ had Doctor Octopus' protection_?! This time, the foolish bug had gone too far!

Spider-Man tilted his head to the side, "Hmm? I can't hear you, Ockie… Perhaps you should speak-"

Spider-Man broke off in a painful wheeze, his breath having been knocked out of him. Memory had delivered a beautiful kick to his stomach, and was now rapidly descending towards the ground. The hero doubled over.

"Okay… That one hurt…"

Octavius shot an arm forth, not to impale the weakened hero, but to catch the redheaded woman Spider-Man had dropped in the process of clutching his wounded area. An arm wrapped around her waist, halter her terrifying descent towards earth, and he pulled her to him. In the background, he heard Vulture's suit whirring to life and knew he had a few moments of relief as Adrian took off towards Spider-Man.

"Memory," Octavius saw, drawing the trembling woman so she was but a foot away from his face, "Memory, look at me. Are you hurt? Did he harm you?"

Memory placed her hands on the section of arm that was around her midsection. For a moment, he thought she would struggle, would fight against him as so many other had. For the briefest of moments, he could just see her kicking and screaming, kicking, _pleading_ for the hero she had just kicked to come rescue her from the octopus' grasp. Instead, however, she simply ran her gentle hands over the arms curiously, as if seeing what they were. Her touch was so light it almost caused his cold heart to relay something that may have been an emotion to his brain, but not quite. She looked up at him.

"Otto, I'm frightened."

That simple sentence caused his chest to squeeze for reasons he didn't understand. Octavius would not allow the emotion to show on his face – he couldn't – and so he simply turned his head to observe how Vulture was doing. He was relieved to see that Adrian was holding his own at the moment, fighting back the accursed arachnid with all he had, though that could easily change at a moment's notice. Such had happened to Octavius on plenty occasions before.

"Can you hold onto my back?" He whispered, turning his head to look Memory in the eye. She stared at him, eyes dull; she did not quite comprehend what he was asking. He gritted his teeth, "We don't have time to play these games! I need you hold onto my back; can you do that?"

"I… I can, yes." She nodded her head.

Octavius nodded in return and used his arm to move her so she was near his back. He felt her arms wrap around his neck, her legs around his waist. He almost gave a shudder. This was the first true physical contact, flesh to flesh, he had had in a while. He wasn't used to this. He wasn't used to the strands of red hair that tickled his neck He wasn't used to the warm, trembling breath upon his back, or the feel of another leaning against him, instead of fighting him. It unnerved him more than he cared to admit.

His arm unwrapped from around her waist carefully, though it hovered momentarily to make sure she wasn't going to fall. Once he felt confident that she would not loose her grip, his arms pushed them up six more feet, making them now sixteen feet in the air. He only had two more feet until his hair scraped the ceiling, but he would need that room in case of battle.

"Adrian!" He boomed, "I think it's time we take our leave."

"I couldn't agree more." Vulture took one last dive at Spider-Man before flying to hover besides Octavius, "I have already redirected Rhino to our destination; he and the others shall be waiting for us."

"Excellent, Vulture, as always."

Spider-Man managed to get to his feet, despite swaying once, and clutched his side. A wound caused by one of Vulture's solid steel wings was weeping syrupy red. "Give me the girl, Ock."

Octavius felt a twisted grin come over his face. "Or you'll do what? From what I can tell, arachnid, you're barely able to stand on your own two feet."

"The sight of your ugly kisser makes me weak every time, Ockie. Is that how you caught the girl?"

Anger flared, making him see red yet again, and he launched an arm at the spider. the claw closed tight around Spider-Man's fast, and he lifted him into the air. There was a cold, icy fury emitting from the doctor now. However, instead of choking him to death, or even squishing his skull, Octavius simply tossed him away like a soiled rag. He felt Memory tighten her grip on his neck, bury her face in his back. He could feel her shaking like a frightened child, and so he turned away once his enemy was down. She murmured something inaudibly against his neck.

"We should kill him now." Vulture argued, though he, too, turned his back on Spider-Man as Octavius began to walk away.

"No," the doctor shook his head, "we have bigger business to attend to. Besides, he might have alerted the police. We must be long gone by the time they get here." He shot one last hate filled glare at Spider-Man; the hero was struggling just to stand now, but he knew. If looks could kill, the arachnid would have been dead on the spot. "Come along, Adrian."

* * *

HFG: Yaaay! Chapter! w00t w00t! Well, I hope you enjoyed, and i want to see reviews. Okay? Okay!


	12. Chapter 12

**Disclaimer: **Don't own nothin' 'cept Mem/Mary! They are my babies. Otherwise, I own no one and nothing else. :D

Holy golf balls, Batman! It's a new chapter! And it's...short... Yeah, I know. I'm sorry. I'll, hopefully, make it up in the next one. Hopefully. And, Weapon, you deserved that last chap! Glad I could give it to you! ;D

* * *

_Lost in a dying world,  
I reach for something more  
I have grown so weary of this lie I live  
I've woken now, to find myself  
In the shadows of all I have created_

_Away From Me_ Evanescence

* * *

As the two villains retreated, their "captive" still in tow, Spider-Man pushed himself off of his aching butt and onto his feet. His legs felt weak, as if they were going to collapse out from under him, and they shook like unstable Jello. He was forced to hold onto a nearby beam, actually a broken metal pipe conveniently located next to him, for support. He placed a hand onto his bleeding side, winced as pain flared. The sticky red syrup clung to his fingers, though a few drops seeped between.

"Well done, Spidey." He chastised himself, "You let two of the most brilliant minds in villain history go, and you couldn't even rescue the girl they took with them. Oh, you are definitely Grade-A superhero material. Gee, I wonder when the Fantastic Four'll be calling to ask you to team up. Probably after you find a way to free Doom from his prison as well!"

Spider-Man shot a string of webbing at the windowsill. He let out a quiet hiss as the sudden motion caused a flare of fiery pain to shoot from his side. Knowing there was more to come, Spidey steeled himself for what was to come and swung over. He crouched onto the windowsill and positioned himself just right for the optimal take off. Before too long, he was swinging back to his home, where he could hopefully heal and relax before anyone saw the state his alter ego, Peter Parker, was in. Oh yes, it would just make his day to have Aunt May see what sordid conditions her nephew was in. For, though he could heal fast, he could not heal nearly fast enough to avoid his aunt seeing the bruises on his face.

Perching on a rooftop, rubbing his forehead, Spidey made a noise that sounded like a mixture of pain and curiosity as he took a rest. The pain was getting worse and worse, causing his breathing to get heavier. He was having to swing to one rooftop, rest, and then get going again. Finally, he decided to just stop and sit for a few minutes. As well as rebuilding his strength, he could also replay the entire battle in his head, see what he had done wrong, and that was what he set to doing. Hindsight was, after all, 20/20. He saw the moves he needed to make, he should have made. The corrections that guaranteed him victory tormented his mind. But it was something else that tugged relentlessly on his consciousness.

The girl, the girl he believed to be Ock's prisoner, had fought him. Actually _fought him._ She had kicked at him, delivering a well-aimed blow to his diaphragm with the end result of knocking the wind out of him for a moment. He could understand her fear; that was one thing he did understand. She had just been kidnapped by two supervillians, and had been in the grip of a masked man. But the way she had acted afterwords, the way she had clung to the not so good doctor after the battle, confused him.

There had been nothing keeping her from falling off Octavius's shoulders should she had desired to do so. She had her arms and legs wrapped around Ock, her face buried in his back, as if her very life had depended upon it. Well, come to think of it, it might have. He probably had threatened her, or her family, or something of the sort. But it just didn't add up. Something about the way she had acted just didn't add up.

"Spidey, you're thinking to hard." He mumbled, rubbing his head again. "You can't even understand regular high-school girls, and here you are trying to dissect a woman in a hostage situation like she's a lab frog."

Shaking his head, Spider-Man took off again. Maybe after some sleep he would be able to understand this mess, or at least figure a way to deal with it.

* * *

Otto stopped his trek suddenly, making Memory look up from where she was nearly asleep on his back. The ride had been gentle, like swinging on the front porch in the gentle summer sun, and had her fighting away a nap. This sudden halt was like the blasting of an air horn to that, as if someone had snatched the swing out from under her, and she had gone tumbling forwards. Memory raised her head and peeked over his shoulder.

They were at an apartment building, it appeared. With its red-bricked walls, and flowers in the occasional windowsill, the place looked entirely normal. It did not look like the type of place escaped mental patients would go to hide and lick their wounds. Memory cast a curious glance at Otto, who either didn't notice her sudden change in eye direction, or didn't bother with an answer. Instead, he lowered them to the ground, Adrian landing beside them, and drew the tentacles close to his body.

"You may get off now, Memory."

Memory understood. She unclasped her ankles, let her legs untangle from his waist. Waiting until her bare feet had hit the ground, the redhead release her hands. She backed away a few feet, watching in marvel as Otto's tentacles slithered about his person, then hers. They seemed to be observing their "master" first, as if checking for any unseen injuries, before they made their way over to her. She didn't move for a long moment, frozen, as the claw closest to her opened its pincers to reveal a yellow light. Her eyes stared into it as it stared, unblinking, back.

The claw suddenly snapped shut, and returned to its position to hover just above his upper left shoulder. He turned his body to look at her, letting his cold eyes roam over her once, and then motioned with his head towards the apartment building, "Shall we?" He asked, waving airily towards it.

She looked at the building, then at him. There was only a moment's hesitation before Memory nodded, accepting his offer. "We shall."

She saw a smile playing behind his sapphire eyes, but it disappeared before she could verify it as true. That intrigued her to no end. Was he truly smiling at her, or at her nativity? Did it really matter? She was safe, and she was free. And that was all that mattered. He broke all of these thoughts from her mind when he offered her his arm, and, in a move she remembered from her sister's mind, she looped her own through his. Otto led them inside the building without another word.

Despite his stoic silence, Memory wondered if he could see her hesitance, her fear, and was trying to calm her. She had just escaped the asylum, which was both her prison, and her home. Now she was out in the world, out in the sun, with a group of men she had only just met a week or two earlier. Any other person would have probably been overwhelmed by these series of events. Any other _sane_ person would have been, anyways. But she wasn't sane. And it wasn't that she didn't trust them, it was just…

_Many women would kill for what you have, Memory,_ Mary's voice teased, her voice light and playful, _and yet here you are wondering about it. Don't, little sister. We're free, we're safe, and we're going to stay this way. Otto and his group shall protect you._

_I know, sister, but… What if he can't? What if the person I need protecting from is me? Or what if I hurt him…? Memories are fragile. I could damage him without even meaning to._

_Then don't._

And all was silence.

Octavius opened the door with a black tentacle and motioned for Adrian and Memory to go through first. Toomes, always the gentleman, backed away until their hesitant guest had snuck through the doorway. Then he followed through, without Octavius after entering him. The room was dark, due to the lack of electricity and boarded up windows, with the only source of light being the open door. As soon as that shut, though, darkness enveloped all.

Beside them, Adrian heard the young woman's breathing pick up substantially. Her breathing had gone from gentle, deep breaths to quick, hollow, and shallow gasps. Adrian remembered that the woman had mentioned hating the dark, the darkness, and anything associated with it. He would have wagered the world on the fact she was having a panic attack, due to the sudden lack of light. He motioned to Octavius. Taking the hint, a tentacle slithered to the lights, flicked them on.

Instantly, the room was bright again. Memory's quick, frantic breathing quickly leveled off into quiet whimpers. Though they still sounded slightly frightened, they still offered her more oxygen than her useless, desperate gasps, and that was all that mattered. She looked over at them, more specifically at Octavius, and then around the room. Her eyes landed at the top of the stairs and froze there; Adrian knew Tinkerer had made his appearance.

The graying man stood confidently at the top of the stairs, one hand on the banister and the other holding some sort of bundle. He looked at them all, then motioned for them to follow him. As soon as he had turned his back, Octavius was using his arms to carry him up the stairs; Adrian followed behind, with Memory taking up the rear carefully. At the top, they followed him to the end of the hall, which opened in a large room. Adrian wagered it would have once been several apartments.

"So glad you could make it, Doctor," Tinkerer finally spoke, turning around to face them, "I was worried when Kraven and Electro reported in without you. The cat-man mentioned something about the spider; I was afraid he might have intercepted you, or-"

"A mere nuisance," Octavius swatted a claw in the air nonchalantly, as if the previous, heated battle with the arachnid had been nothing more than a walk in the park, "and one easily remedied. We will not being seeing anymore of him for a while now. That, I can guarantee you."

Tinkerer smiled, "Well that's excellent then." He turned to Toomes, "Adrian, it's a pleasure to see you again."

"Far too long, Phineas," Agreed the older man, accepting the handshake that was offered. "Thank you for allowed us to use your abode."

Now Tinkerer laid his stone blue eyes onto Memory. A smile curved his lips upwards, "And this must be…Memory, am I correct? I normally am." He walked over to her and, instead of offering her his hand, handed her the package that he held in his arms, "These were ordered for you by our Master Planner. I hope they suit you."

Memory accepted the package, offering him a quiet 'thank you' in response, and tugged at the string as the man turned back to the others. The wrappings practically fell apart, revealing actual clothes. Now she would have something to wear, other than the God-awful hospital gown that had adorned her body for years now. Her heart swelled with delight at the gift, and she looked up at the two. There was a wide smile on her face as she clutched the package to her chest. She wasn't sure who this 'Master Planner' was, but she did know that, whoever he was, he knew his stuff.

"May I?" She asked, interrupting what was probably a good conversation. All eyes turned onto her, and she shifted her wait anxiously, "Please?"

"Go down the hall and to the first room on your right, Memory," Tinkerer offered.

She beamed widely. "Thank you!" She said, and practically ran from the room. Adrian and Tinkerer shook their heads.

* * *

HFG: Reviews appreciated!


	13. Chapter 13

**Disclaimer: **Memory/Mary is/are the only people I own! They are my babies. Although Kia has, apparently, attempted to adopt her. that's okay, though, because Kia reviews. I heart Kia.

Yay for new chapter!

* * *

_Well if you think I'm being harsh,  
Well baby keep counting stars,  
Cause I hate everyone,  
I hate everyone,  
I hate everyone,  
Upon this cursed earth_

_I Hate Everyone _Say Anything

* * *

Memory changed quickly, sliding out of the thin cotton gown into the clothes that the 'Master Planner' had ordered for her. She took a moment to marvel at them first, though, before she actually put

them on. A smile crossed her face as she mused about the kindness that this person had shown her. She did not even know who to thank for these, but perhaps that was the point. Maybe whoever wanted to give her these things did not want to be known. A random act of kindness could change someone's life; she had heard that once, and now she believed it.

She exited the "changing room," and headed back to where she and Otto and Adrian had been led to upon their arrival. When she entered the room, Memory was surprised to discover that all conversation had stopped. Now, the silver-haired man known as Tinkerer was fiddling with some sort of metal bauble on his work desk, Adrian was gone, and Otto was stretching those metal tentacles on his back. They moved with such grace it was like watching snakes slither in midair. She could not help but stare at them for a moment. Even if they were odd, even if they were new, they were amazing. They had her attention.

Idly, Memory had to wonder what their true name was. They couldn't just be called 'tentacles,' could they? No. Such a normal name could never be fitting such awesome tools.

She entered the room quietly and moved to a corner, not quite knowing where it was she was supposed to be. Figuring out of sight was easier and better for them all, she placed her back into the corner and slid downwards so she was sitting. One leg stretched out with the other propped up, Memory rested her elbow on the knee of the propped leg. Otto turned to glance at her once, dismissively, and then returned to flicking his tentacles about.

She just watched.

Octavius hadn't truly ignored Memory, not really. He had seen her come in, glanced at her, then away quickly before he could say anything. When he had told Phineas that Memory was a 'unique' individual, he had not been lying, and apparently Phineas had picked up on that. Clad in white washed, ripped blue jeans and a black tee with a childish skull, crossbones, and heart, Memory looked nothing like the rest of his group. Instead, she looked almost like those children he saw on the news now-a-days.

Their dressings were the same, he realized, but not their attitudes. The children were depressed and angry; Memory never could be such a thing. Her innocence outshone all their problems, causing an outfit that normally was for the darkness to become a beacon for light. She looked more normal then than he had ever seen her. She no longer resembled the bag of bones, greasy and knotty haired woman that had stumbled into his life back at the asylum. Now she looked like a normal woman off the street, one he might have plucked off in case of a hostage situation.

The thought so unnerved him that his arms gave a twitch.

He flared his arms out once, twice, then let them crash into a machine. Tinkerer made a noise, but otherwise let it pass. He had told Octavius that he could use a few machines for target practice, but they had to be failed experiments. They could not be anything was still working on. Octavius understood his position, and so he had agreed. After being showed which were which, the doctor had begun his training. After all, it had been several months since his creations had been taken from him, and probably longer than that since they had really had a few hours to stretch and train together. They had to get reacquainted.

He had to get his mind off the woman sitting in the corner.

She was a tool, his experiment. Her powers were useful, and that was all. Memory alternations, memory deletions - they were things he could use. All it would take, all it had taken, was a little manipulation, and she would do anything he told her to. Already she followed him like an abandoned kitten looking for a new home. With a few more choice words, another hour of their one-on-one conversations in the mind, and she would be but putty in his hands. Something he could mold and make into whatever he needed her to be. That was all she was. That was what he had told himself she would become. And yet he found himself having a harder and harder time with even contemplating changing her. Anger flared in his mind.

He was Doctor Octopus; he could not gain emotional attachments!

His arm smashed into a nearby experiment, and he sent it flying into the nearby wall. It crashed with a devastating sound, sending pieces flying everywhere. The frustration he was currently harboring was undeniable. The irritation he held was indescribable. He had no intentions – no intentions! – of giving any ground to the mutant girl. She could _believe_ she owned him; she could _believe_ she was the one in charge. She could believe whatever the hell she wanted, but that did not make it true!

Memory held up an arm, which was clad from elbow to the base of her fingers in a black glove, to block the metal as it flew near her. Luckily, nothing came close to hitting her, but she still commented, "Careful now; you don't want to actually destroy anything."

His temper flared again, though he was not sure why. "I will do," he told her, speaking through his teeth, "whatever I wish, Memory."

Her smile, which had been dominant on her face, fell at his words. She dropped her hand and looked away, drawing her legs up to her chest. Resting her head on her legs, she fixed her gaze hard and fast to the wall.

He turned away from her, ready to go at it with the boxes again, when she spoke. "I didn't mean anything by it, Otto…" Her voice was so tiny, so soft; it almost didn't register in his head that she had spoken. He paused only for a moment, then, without looking at her again, continued to thrust his arms at the boxes, tearing into them with a renewed fervor.

* * *

"How many causalities?"

"Nearly twenty, Doctor Kafka."

"How many wounded?"

The orderly glanced down at his clipboard, dark eyes scanning through the scribbled data to find his prize. After a moment, his eyes softened, and he handed it over to the doctor, shaking his head slightly. Kafka felt her heart drop as she took the clipboard. She read the displayed facts, and slapped a hand over her mouth.

No survivors. Otto had left no survivors. He and the others who had escaped had left none of their victims alive, according to this data. All who had been in their sight had been killed instantly, without even a chance of seeing the morning's rising sun. Despite knowing Otto's mercilessness, despite knowing Adrian's ruthlessness, Kafka was still amazed at how the four escaped inmates, Memory not included, had managed to do so much in such a little amount of time.

Without a word, Kafka handed the clipboard back to her employee; he took the hint and quickly made his way out of her office, leaving her to mope in peace. She took full advantage of this newly-given loneliness and sank into her arm chair. Reaching up, she rubbed her forehead with her head, struggling to push back the emotions that fought for the surface.

Whispering, Kafka asked, "Otto, why....?"

"I'd tell ya why, but I doubt my language is appropriate for a kid's show."

At the strange new voice, Kafka gasped and spun from her chair, shooting to her feet. She grabbed up her clipboard in one hand, and a taser in the other. The light buzzing sound of electricity that split the air let both she and the intruder know the weapon was on and working. The narrowing of her dark eyes relayed that she was _not_ afraid to use it, either.

"Whoa there, 'Lectro, Jr.," the voice chuckled, and Kafka turned to her office window. Spider-Man sat perched on the open windowsill, his head cocked to the side, "Don'tcha know those things are known to cause pain?"

Heaving a relieved sigh, Kafka turned the taser off and put it back in her desk drawer. She heard Spider-Man drop from his perch to land daintily on the floor, his feet making little sound as he did so. She turned back to him, and saw that he had taken up residence in a patient's chair. (Noticing that it was the same one Octavius had sat in months before, the doctor could not hold back the smile that threatened to curve her lips.)

Spider-Man either did not notice, or did not want to bring up the weary expression on her face. Instead, he merely motioned airily to her seat, as if asking her to sit as he spoke; she did so, "A few animals escaped from your zoo, Doc," he stated, tilting his head up so he could look at her.

"I noticed," she replied dryly, "Although I would prefer that you did not call them animals. They are as human as you and I are; they just have-"

"If you're about to excuse their actions by saying they're crazy, I'll leave. Right now." Knowing he was completely serious, Kafka stayed quiet. He continued, "I heard the death toll hit the twenty mark. If they aren't animals for killing so many so mercilessly, I don't know what you qualify animals as. Kraven _is_ an animal, for God's sake!"

Kafka shifted uncomfortably. She did not like the way the hero was tearing down the patients she had thrown her entire career into. She had spent years studying men like Octavius and Maxwell, getting inside their minds to learn what made them tick. Spider-Man just knew the monsters they reflected to the outside, but she knew the truth. She knew the man beneath the animal, the thoughts beneath the madness. However, knowing that he would not understand, she decided not to try to explain. She took the safer route by switching the topic.

"What are you doing here, Spider-Man? You should be out searching for the 'animals' that escaped."

He sighed, and that clued her in that whatever he was going to say was not going to be good for her. And she was right. "I have, and I found them. And then I got my webbing handed to me." He stretched out in her chair, then glanced over to the diplomas hanging on her walls, "I could have at least gotten away with the girl, but..."

That caught her attention, "Girl?" She questioned, straightening, "Memory was with them?"

Spider-Man glanced back over at her, "Memory? She was one of yours, then?" He rolled his head, his shoulders, "That would explain why she wasn't fighting Ock. But it wouldn't explain why he took her with him. It's not like Ockie to team up without a reason. He's got that lone-wolf persona about him, you know? Fleas and all."

Well, this certainly was not what Kafka had been expecting. She _had_ expected Octavius to take the girl with him when he escaped, as there was no doubt an odd sort of bond between them. If you could consider Memory's absolute dependence on him a bond, anyways. What she had not expected, however, was what Spider-Man was telling her. From what she had discovered, and apparently the hero agreed with her, Octavius was a solitary man. He paid his debts back, then broke off contact with the individual once that was accomplished. It was not like him to continue to work with another, unless it directly benefited him.

It struck her like a ton of bricks.

"Oh, my word..." She breathed, and scrambled towards her desk. Behind her, Spider-Man moved, but she paid him no attention. Instead, she kept her eyes on the papers on her desk, splaying her fingers out and separating the files desperately. She spotted the one she needed, and snatched it up. "Spider-Man."

Hearing the tone in the breathless woman's voice, Spider-Man stepped so he was on the other side of her desk. She held the file out for him, and he took it carefully. Before he could ask, she began to explain.

"It's her file. Memory's." Her eyes darted over to the office door, then back to the hero, "I cannot legally let you read it."

"Then don't _let_ me read it, Doc." He tucked the file under his arm and began to move towards the window he had happily let himself in a few minutes earlier. She raised a hand hesitantly, but he shook his head, "I never thought I'd say this, but I'm stealing your file, Doc. But don't worry – I'll return it. Illegally borrowing! How does that sound?"

He was back to sitting in the windowsill now, and she had to smile at his attempts to get them both off the hook. She turned her back to him without a word, and he, knowing what she was doing, spirited away with the wind. He even shut the window behind him for her, as if thanking her for the hint. Kafka returned to her chair, and practically collapsed into it. She ran her fingers through her hair, brushing it back face in front of her eyes.

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HFG: Reviews are appreciated!


	14. Chapter 14

**Disclaimer:** I only own Doctor Marco and Memory/Mary, although she doesn't physically appear in this chapter. Please don't sue me; I'm a poor high school student!

A/N: Yaaaaaay! Look, I updated! (happy dance) It took me a few to push back the writer's block, as I've been working on this chapter for literally weeks (I update faster on DA XD), but I've finally done it. And in this one, a plan is hatched and Marco realizes his favorite little toy isn't available anymore.

* * *

_Angel of Darkness  
Angel of Darkness  
The world is in your hand  
But I will fight until the end_

_Angel of Darkness _Alex C. and Jasmin K.

* * *

Kafka had just sat back down in her chair when another visitor came storming into her office. This one, however, decided it was best to use the door instead of the window. The door flew open, and the sound of wood crashing into wood snapped the peaceful silence she had just managed to wrangle up. Without betraying any sort of emotion, she glanced over at the figure that stood in the doorway, and was forced to keep her mouth shut.

He was red in the face, icy blue eyes flashing like lightening. His hands were trembling, albeit slightly. She was lucky, though, for he was struggling to contain himself. She could not handle another visitor coming in and displaying ill thoughts to and about her patients.

"Good afternoon, Doctor Marco." The doctor said, giving him a weary smile.

Marco wasted no time with pleasantries. "Where is she?" He demanded, stepping inside her office, "I have checked with your staff, and they tell me she is missing. Kafka, I swear to God…"

"They speak the truth," she admitted, nodding, "When chaos broke out last night, she was one of the ones that managed to escape. We believe Octavius and the others took her with them."

Releasing a sigh, Marco reached up and rubbed his hand over his face. He kept his lips pressed tightly together, and Kafka could see he was mentally counting to ten. Obviously his years of psychiatric education had not gone to waste after all, despite his corrupt ideals. Once he was calm, he spoke, "Do we know if she went willingly?"

She shook her head, "No," admitted the doctor, "we don't. They left no survivors on the night shift, and the cameras were destroyed as they made their way out. For all we know, she went kicking and screaming."

"Or, just as easily, she could have gone with them with all the willingness of a sheep to the slaughter." In a move that only made her headache grow, Marco moved to take a seat, without being asked. He crossed his legs, then folded his hands in his lap. "Do we have any idea where they might have gone?"

Alarm bells rang in her head, but she pushed them away. "No. Besides, isn't finding them a job for the authorities?"

"Finding you brand of criminals, maybe. However, I am in desperate search for my little Mary. She is, after all, the foundation for the research I've been conducting for the past…oh, seven years now." Noting the surprised look in her eyes, Marco smiled lightly, "Oh, yes, I've had her for quite a while now."

"And you have yet to cure her?"

Marco raised an eyebrow, as if she had just told him that the world was flat and they were going to skateboard off the edge later that day. "Dissociative Identity Disorder is not something that can be cured, Kafka. You can make life easier to live for the victim of this disorder, but you cannot get rid of the other personalities. She has been a case study of mine for years, because of the…uniqueness of her situation." His lips curved into a light smile, "And so I would really appreciate it if we found my girl soon."

Kafka stood carefully, "I'll pass that onto the police. Now, if you wouldn't mind, I have things to deal with… Families to call and such. Perhaps if you wanted to come back later…?"

"No," he said, shaking his head, "thank you, though. I need to speak to the police myself, actually, so you can go ahead and make your phone calls. Good afternoon, Kafka." And, with that, he exited her office for the second time that week.

She prayed it would be the last.

* * *

It was about twenty minutes later when Electro and Kraven arrived, both looking as if they had been run out of Hell. But they were safe, and they were there, and so Octavius decided that was all that truly mattered. He let his arms carry him over to the pair as they entered Tinkerer's lab.

"Maxwell, Kraven, so glad to see you have arrived safely. How was your trip?"

Kraven scrunched his nose, as if remembering the way they had come, "The sewers were bad on Kraven's nose, but the trip was decent. Kraven and Electro got here safely, after all."

Electro nodded, "Yeah, we were lucky. Spider-Man didn't even come after us." He sounded…almost pleased by that. As if he expected for the hero to come after them with everything he had and drag them back to the asylum. The thought amused Octavius to end, especially considering…

"That's because he came after us." Octavius replied dryly, letting his feet touch the ground. He saw Maxwell's eyes widen behind his goggles and gave a slight smirk, waving his hand as he had done with Tinkerer. "It was nothing, though: a quick, little skirmish. After all was said and done, I do believe that we came out victorious."

Seeming relieved about that statement, Maxwell relaxed. Kraven picked then to ask, "And the cub? You and Vulture are safe, I trust, but what about the cub? No harm was done to her?"

Octavius had to admit: that had not been what he was expecting. He had expected Kraven to promise vengeance of some sort onto Spider-Man for harming his "Pack Leader," or whatever ridiculous title he had given Octavius the previous day. There was genuine concern in the lion-man's eyes and voice, and that was enough to throw the doctor off. Then again, he realized upon thinking deeper, it was to be expected. Kraven wasn't a cold-hard killer, but a cat interested in protecting his pack.

"She's fine." He said, although it came out as sounding forced, with his teeth gritted. Even if Kraven was thinking of Memory as the "cub" of the pack, he still had no right to think Octavius would no protect her. He had, after all, promised to do so, and a promise was something Doctor Octopus never went back on. "However, I do believe we have more pressing issues than whether or not one little girl was hurt during an escape from Spider-Man."

"I would have to concur with you, Otto." Adrian's voice joined the conversation as the man himself strode down the stairs. He moved to join his fellow scientist, sending both of the returning men a nod, "Welcome back, gentlemen. However, there is no time for pleasantries at the moment, I'm afraid."

Although he knew there was a good reasoning behind this statement, Electro still looked confused, "What do you mean? We just got back, and already we have to go back out? What for, Doc?"

"So glad you asked, Electro." Octavius gave them a slightly malicious grin, "For you see, when I was captured by that wall-crawling arachnid," his arms flared slightly, "the police also raided my laboratory. They stole years worth of research, of my experiments. I am not interested in getting them all back, for I will admit that more a few were failures. However, I do wish to have my journals back, at least. And, of course, your cure."

That was when Electro perked up, "My…my cure?" He questioned, as if he had heard incorrectly, "Are you telling me you found a cure for me, Doc?"

"Not completely, Maxwell, but I have found several leads. Without my journals, I will be forced to restart my entire research over again. It could take another year to get back to where I was before they were stolen away."

He knew that would get Maxwell riled up, and he was right. Electricity crackled in the air, emerging for the walking generator before him. Maxwell's blue eyes flashed dangerously, and Octavius swore he heard a light bulb pop above them.

"I won't wait another year, Doc. I can't wait another year!" Begged the man, "I _need_ this cure."

"And you'll get it." Octavius nodded, "But first, I must have my journals and experiments. Otherwise, I will be forced to start everything over again."

He didn't tell them the real reason he needed to get his journals back. They didn't need to know that he wanted to protect the secrets of his arms, his children, more than he wanted to give Electro a cure. His arms were one-of-a-kind. They were unique to him, and him alone. He had been the one to create them, to bring them to life. But if the police found the sketches of their prototype and continued to search, than they would find the diagrams, the reports. They could steal his precious work and call it their own!

He wasn't lying to Maxwell, though. He was going to work on giving him his cure, even if he didn't think that it was the brightest of ideas. After all, the powers that had been gifted to him were such that should not be thrown away lightly. However, if it was what Electro wanted, how could Octavius deny the boy who had shown him such loyalty one little request? Even if it meant he would return to being an every-day electrician, Octavius had a duty to do as he had promised.

"We'll be leaving in an hour. Get rested, get ready, and then meet back here in sixty minutes. I'll be waiting."

* * *

HFG: MWAHAHAHA! I haz updated! If you want more, then you'd better review! I may not stop writing, but I'll stop updating! ;)


	15. Chapter 15

**Disclaimer: **Yeeeeeeaaaah. I still only own Memory/Mary and Doctor Marco, who is only mentioned in this chapter.

A/N: The second half of this chapter has more of your favorite wall-crawler! He's going through Memory's file/chart, all of which is written by Marco. Just thought I'd add that! Without further ado, the new chapter!

* * *

_Madness is the gift that has been given to me,  
I can see inside you,  
The sickness is rising,  
Don't try to deny what you feel,  
(Will you give it to me?)_

_Down With the Sickness_ Disturbed

* * *

"I want to go with you."

That quiet plea came from the most unexpected source.

Octavius turned his head, glancing over his shoulder, and saw Memory sitting in the middle of the floor. She held one of her gloves in her hand, with the other still on her hand, though the material that went up to her elbow had been rolled down to her wrist. If anything, he would have guessed that boredom led her to play with them. It certainly was boredom, and a hint of something else, he saw glimmering in her eyes. She stared up at him with all the patience of a child waiting for the go-ahead to run and jump in the car.

He was not going to give that to her, though.

"You can't go." He said, forcing his voice to bit firm with her. "You have to stay here with Tinkerer and wait for Rhino to arrive. I don't need to be watching over you as well as worrying about what I need to retrieve."

Her face fell, and she looked down at the ground. She still continued to play with the glove, pulling each finger carefully. After a brief second, she placed the glove down on her leg, smoothed it out, and moved to do the same on the other hand. She grabbed the glove's forefinger and began to tug it upwards, then moved onto the second one. She said nothing to him, didn't even really acknowledge his presence, so he wondered why he continued to watch her pout like a spoiled child. It wasn't until she looked back up at him, glove completely off her hand, that he realized why.

"You need me." She said simply, and stood. Her eyes watched him, trained onto his face like a hawk's. In the back of his mind he truly wondered which personality inhabited this body at the moment. Was Mary taking over as he watched, or was she simply giving her sister pointers? They did that sometimes. "You need me, because of what I can do. I can make them all forget you were there. I can make them forget who you are. I can make them forget you are the Octopus they fear."

Oh, Mary was definitely manipulating her sister here. He could see her fire burning behind the passive eyes of Memory. He could see her smile cause Memory's lips to curve upwards in silent victory. He knew she was right. He could use her abilities on their next heist, which was actually set to begin in just a few minutes. While he didn't need her, as he could happily take care of himself, this _would_ be a perfect chance for him to see what all her powers could do, and if they had any limitations. He knew she was manipulating him, but he was doing the same to her. So, a little tit for tat, no?

"Very well." He let an arm slither forwards. When she did not jerk back or jump away from it, he let it wrap around her waist. She placed a hand on the arm as it pulled her towards him; Octavius had to fight back a shiver. He could feel everything through his arms, and so he had been able to feel that butterfly touch. Damn her. "You will be accompanying us, but you must promise to do exactly as I say. If you do not, then I can tell you that you shall never accompany me again."

"I'll listen," agreed Memory. This time he was sure it was she. "And I'll do as you say. Can we go _now_?"

Octavius was forced to press his lips together to stop the smile that threatened to form. "Yes, Memory, we can go now. I do believe the others are waiting on us."

"We're late; we're late. For a very important date," she laughed. He lifted himself up using his arms and, carrying Memory with him, took the corridor that would lead him to his followers. Time was running out.

* * *

He waited until Aunt May had gone to bed to read through the folder Kafka had given him. As soon as he heard her voice calling up to him goodnight, and he returned it with his own well wishing, he grabbed the "stolen information" out from under his pillow and opened the file. Fanning the papers out on his bed, he took a seat with his back to the wall, and let his eyes scan them, skimming over them. It wasn't until he saw the paper that held the default information that he actually picked on up and began to read it.

_Name: Mary Ayres.__  
Age Upon Entry: 22  
Diagnosis: Chronic Dissociative Identity Disorder._

Peter stopped right then, placing the paper on the bed and tilting his head back. He had to digest this information. This woman, Mary (or was her name Memory?), had a serious mental illness. He knew that was probably, more than likely, the reason Ock had been able to manipulate her. Anyone with more than one personality would be craving another, someone outside of their own mind they could talk to. This woman would have found that in Ock. But the only question was: Why would he allow it, and why would he bother taking her with him?

He continued to read.

_Known Identities: Mary, Memory (dominant; child-like; naïve; Dependent Personality Disorder)_

So that was where Memory came from. She was another personality inside this woman, the dominant one. She was the one that had true control over this body. But that still didn't answer his question. Even if she was crazy, even if she was dependent enough to have it diagnosed as a personality disorder, there was no reason for Ock to even consider dragging her along. He was a lone wolf, a man who planned and watched them play out from the sidelines. The only people he bothered to look after – if one could call it that – were the members of his Six. They even sometimes got the boot.

_Notes: Memory seems to be the dominant personality, at least since Mary's arrival at the asylum. I have yet to see the coldness that the police testify Mary displayed upon standing over the body of her victim. Instead, I have been treated to seeing the warm, sweet innocence that is Memory. Her "sister," as she calls Mary stays dormant constantly and only comes out when I have frightened or angered Memory._

And now Peter was officially confused.

_Also, from what I have been able to draw from Memory, the two women are both mutants in their own rights. The personality known as Memory was, from what I have drawn, created from Mary's own memories, as a child-like version of herself. This is especially interesting considering that the two can manipulate, control, and even erase memories. I have learned this bit of information after watching Mary deal with an orderly, and from what Memory has confided in me. _

Swallowing, Peter placed the paper on his bed for a second time. He ran his fingers through his hair, closing his eyes. He wasn't sure whether to be delighted that he had found the truth behind the reason why Ock had taken the woman with him, or distraught that the sociopathic scientist has found someone with such abilities. Not only that, but the woman he had found had apparently clung to him like a sticky briar. Peter reopened his eyes.

"Well take away my webbing and call me Flash Thompson – I have no idea what to do now…" He muttered to himself, and reached out to grab a few of the pictures that had accompanied the thick file. They appeared to all have been taken at different times, with a few even based outside of an asylum. He began to flip through them, and noticed how they seemed to go along with a year.

_2007, 2006, 2004, 2000… Hey, wait._ Peter stopped his flipping to grab up a different sheet of the file. After scanning for a moment, he found what he was looking for, and let out a incoherent mumble. _Date of Incarceration: March 5, 2002. _

That last picture was dated two years before she had been incarcerated into the asylum. Unless it was a picture the family sent, which Peter doubted due to no family being listed, then this picture was taken by one of (Pete had to pause to search for the doctor's name) Marco's men. Odd. Stalkerish.

_Ah, damn. What have I stumbled into?

* * *

_HFG: Lookie! I updated! Aren't you so proud of me? (giggles) This is because I don't know how much I can get written before my week long vaca to Disney World, so I'm trying to give you a lot to think about. (cackles) More to come soon, if you press that pretty green button!


	16. Chapter 16

**Disclaimer:** I own nothing, except Memory/Mary and the plot.

A/N: BWAHAHA. I bring you another one!!

* * *

"Are you telling me I can't report this?"

"Report what, lady? The fact you _think_ someone stole your _umbrella_?"

"The fact I know she was eyeing it, has been eyeing it for the past few days, and then one day I wake up and it's gone! I left it outside my porch to dry after last night's rain, and when I woke up this morning, there was no umbrella. Now I demand you drag that blonde slut down here and slap thievery charges on her!"

Robert Huntingdon wasn't having a very good day. First, his wife had woken him up that morning with news that she was going to her mother's for the weekend. Then he had been given the call that he couldn't have next Friday off, and he would have to work two shifts today instead of one. The first shift had gone on as usual, with the occasional scientist coming in and checking through their stuff. The second shift had been boring. So boring, in fact, he had seriously considered picking up the pencil nearest to his right hand and drilling it clear through his temple.

Now, he would have given anything to have that numbing silence back.

He looked up from where he was leaning against the counter, his propped up arm supporting his chin. His eyes were dull, almost glazed over, and he hoped she saw exactly how annoyed with her he was. Especially considering this was no police station, but a high-tech version of rentable storage.

"We'll look into it." Robert promised, his voice garbled. Reaching over, he grabbed the very same pencil that he had wished he could have stabbed through his temple and began to scribble onto a notepad. The woman before him probably thought he was making a note when, instead, he was simply scribbling. "I'll put a call into the chief, and we'll take care of this."

"Thank you," she said brightly, and extended a hand.

Dumbly, he stared at it for a long moment. Then, after shaking his mind free of the temporary stupor, reached out to take it. Her fingers encircled his hand; they shook. When he attempted to pull away, however, her hand stayed tight around his. He gave another tug, but her grip only tightened. Confused, Robert looked up - and felt his entire body stiffen.

"Oh sh-"

He found himself suddenly unable to speak, fear freezing the words in his throat. The woman's once peaceful green eyes were now bright and luminescent. Her pupils had disappeared, leaving only a field of unadulterated color. Her lips had gone from pinched and frowning to curving upwards in a confident smirk. Before he could properly process that a mutant woman held his hand in a death-like grip, a stab of white-hot pain hit his brain - and he dropped like a fly.

Memory felt his hand go limp, and she released it. With stoic eyes, she watched as the man's knees buckled. He wavered for a moment, and then fell. Jumping up, she leaned over so she could see past the bar of the desk, and smiled upon seeing the man crumpled in a ball on the floor. Memory dropped back onto the floor and glanced over at the door, nodded.

"Time to _play_."

The lights above her flickered once, twice, but did not go out. The computer screen on the employee's side of the desk did, though, and so did the light on the phone. Footsteps neared, and she glanced over. Electro was grinning widely, obviously proud of himself for learning how to control his abilities to such an extent. She gave him a light smile, tilted her head up.

"Security's out like a light, Doc." He said, touching the earphone attached to his goggles. Memory noted, with slight amusement, that it was, in fact, made of rubber. So the machinery inside would be protected from his powers, she guessed. "You guys are clear to enter."

"Excellent, Maxwell."

The spooky voice drifted downwards from the ceiling as Octavius himself entered. He and the others had been waiting on the roof for the moment to strike and, now that the one and only security guard was out and the systems were down, he and the others were free to raid as they wished. Glass tinkled down from the ceiling as Octavius used his arms to lower himself to the ground. Carelessly, he brushed some of the dust off of his shoulders. Adrian followed Octavius, gliding down to land behind him.

One of his arms snaked towards Memory, and the woman sidestepped out of the way. It continued to slither past her, to the desk, and grabbed the clipboard that lay on the other side. Once it was brought back, and Octavius read it, he handed it over to Adrian, who also took a look at the list. He nodded.

"Take Maxwell, Adrian. Radio back once you have all that you need, and I will tell you whether I require assistance. I do not believe I will." Octavius extended the same arm he had used a moment before and let it wrap around Memory's waist; he drew her to him, "Kraven, it is time to hunt."

The cat-man fell from the ceiling. He landed beside Memory, tilted his head up to inhale deeply. After a moment, an ear swiveled to the left, than to the right. Without even a word to the four gathered, he took off down a darkened hallway. A light smile formed on Octavius' lips; Kraven would easily take care of whatever other security there was in the building.

"Report back to me in ten minutes with an update if you are not done by then, Adrian." Turning his cool gaze to the Vulture, Octavius let his arms lift himself and Memory up into the air. When he was sure the nod he got from both Maxwell and Adrian was a silent confirmation of his orders, he began to travel down a hallway perpendicular to the one Kraven had taken off down.

As soon as they were away from the others, Memory seemed to relax. She placed her elbow on his arm, used it to prop up her chin. Gazing up at him, she asked, "So what of yours are we retrieving, Octavius?"

The doctor tensed, although he did not let it show on his face. That was most definitely not Memory. With a single glance, he confirmed that Mary had decided to show herself. That was her knowing smirk that twitched Memory's lips, her gaze that darkened Memory's bright eyes. He was slightly unnerved by how the two personalities had been able to switch without his knowledge or his noticing, but still he refused to show Mary that.

Control had to be maintained, even if it was faked.

"Just a few of my experiments, although I could live without those if I managed to get my journals." He answered, returning his eyes to the hallway. Unconsciously he continued to search for the number that held his precious materials. "Although I do not see what it matters to you."

"It doesn't," she said, and he felt her eyes staring at him. The back of his neck started to heat up, "but I do like to know these things. Especially considering it's not just Memory you're dragging along here, but me as well."

Octavius didn't blink. "If you recall, you were the one who influenced her to come along with me. I have yet to figure out why."

"Touché." She agreed, and laughed softly. "I was really just…experimenting with you, Octavius. I wanted to see how much she, or I, would have to push to get you to do what we wanted you to do. Apparently it doesn't take much, just simple logic and a pitiful stare, to get you under our thumb." Mary glanced down at the numbers as they passed, "Hey, isn't that one yours?"

Octavius jerked to a stop, turned his head to look back. He realized, as the heat on his neck increased, that he had almost missed his stop. Apparently he had been far too distracted by Mary. He had forgotten what they were doing, why they were here. He probably would have made it to the end of the hall and not even realized that he had skipped it. He cursed himself quietly; he cursed the smug look on Mary's face even harder.

"Oh, calm down." She said, waving her hand as Octavius lowered them to the ground. "If you wanted Memory back, all you had to was ask. I'll be more than happy to give my little sister back her body. She doesn't like the dark anyways."

He felt the change this time, but only because he was paying attention. Her body gave a delight little shiver, like one might get if they stepped out of a warm house and into the brisk winter air, and she pressed her lips together. Her eyes remained open, although the light faded from them for a moment. He knew the moment Memory reposed the body, because those eyes brightened back to the innocence and untarnished light he knew. She looked up at him, blinking those same eyes several times, before she glanced around. Confused.

Clearing his throat, Octavius said, albeit rather awkwardly, "Welcome back, Memory."

The confusion was still there as his arm unwrapped from around her waist. It slithered to a large, metal door, leaving her there to figure things out. She finally did, and let some sort of odd apology stumble out of her mouth. He didn't even bother to acknowledge it, instead choosing to concentrate on the metal door that stood between him and years and years of research. It was one of those roll-up ones, that are fastened to the ground by simple chains. He could have snapped them in a heartbeat.

The metal door went sailing inwards.

Gazing back at her, he motioned for Memory to follow him inside as his arms began to carry him inside. He turned to look around as her footsteps began, first in a slow walk, then into a brisk jog. They stopped when she reached his side, and his arm grabbed up a box. The arm brought the box to him, and he began to search through it. After tossing several things out, Octavius handed the box off to Memory.

"Hold that for me." He said simply, then let his arms go back to the boxes.

After going through a few more, tossing the useful items into the box Memory held, he let his arms lower him onto the ground. Still as silent and as stoic and as ever, he peered over to glance in the box. In his mind, he noted how Memory shifted the heavy box so he could get a better look inside, although outwardly he did not express his gratitude. Only once he was sure everything he needed was included did Octavius nod.

"That should be everything."

And then his arms shot out. They began to smash and destroy every experiment in the room. The sounds of metal screeching, bending, tearing caused Memory to wince backwards. Octavius merely stood with his arms clasped carelessly behind him as he watched the destruction of his machines.

When he was done, Memory asked, "Why…?"

"Because," he glanced over at her, letting his arms relax, "we cannot take them with us, and I refuse to let anyone else get their hands on the work I have done. I have the findings in my journals and in my head. There is no need to allow these…simpletons to get what I have worked so hard on. What cannot be mine shall not belong to anyone else."

_Even the woman standing before you, Otto?_ The sneering voice that belonged to Octopus asked in the back of his mind.

Pushing that disturbing thought away, Octavius extended his arms so he could take the box from her. However, just as Memory was about to hand it over, an ear-splitting crack shattered their comfortable silence. Memory felt something wiz by her ear. For a moment, all was still.

Then Octavius clasped his shoulder.

Blood oozed out from between his fingers.

The box fell from Memory's.

Another crack.

* * *

HFG: Read and review. I update faster!


	17. Chapter 17

**Disclaimer: **I own no one and nothing except for Memory/Mary and this darling little plot. Everything else belongs to Marvel.

A/N: Bwahahaha!! Finally, after my vacation, I return with a new chapter! This one features Mary! A lot. I mean a lot! It is also for my dearest friend, Kia, who I think sits by her computer every day to see if I've updated. (Jk, Kia!) but this one is for you; I was serious about that. Enjoy.

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This was something Octavius had no calculated.

How could he have calculated this?

Kraven was supposed to be hunting the men, hunting those who dared to try to stop his retrieval of his items. No one escaped Kraven the Hunter, even Octavius knew this much. He had all the instincts of the feral cats that he lived with, and whose blood resided inside his body.

So how could this have happened?

Was it Otto's fault, or was it Octopus'? Otto trusted Kraven to do as he was told, to find these men before they dared to raise a hand to him. Octopus knew that those under him would do as they were told simply because they owed to him their lives and freedom. It wasn't a trust, so much as a concrete fact. Apparently that fact was but fiction, and apparently Kraven could not be trusted.

He felt blood began to ooze from the second burning wound. His life blood was leaving him quicker than before, quicker than it ever had. Octavius had only been shot once or twice before, and those had only been grazes; those grazes had only been on his mechanical arms. Now that the wounds were in his actual flesh, they hurt and bled a lot more.

He heard a strangled cry, a woman's voice, and then a gruffer, deeper voice telling her to "shut the hell up". Carefully, Octavius raised his head. He saw Memory standing before him, staring at him. Her eyes held the same horror they had upon seeing his arms for the first time, only now there was something else flickering back there. Something else was fighting its way to the surface of those eyes. Something darker, something fiercer.

Something that Memory had absolutely no control over.

Octavius felt his legs go out from under him. He never felt the impact of the ground rushing up to meet him, however, due to his arms catching him before he could hit. They held him up in mid-air. Normally, they would have been attacking the man that hurt their creator, but revenge was not where Octavius' mind was currently. It was on trying to stay awake, stay alive. He knew the wounds were not fatal, at least not judging by the places they hit. But he was loosing blood rapidly, and if he went to sleep, or lost consciousness, the risk of dying was far greater.

He was the great Otto Octavius, the terrible Doctor Octopus, and he would not die by the trembling hands of a lowly security guard.

"Put the gun down."

The order was not yelled, or screamed, but spoken softly by the most unexpected source. Even Octavius had to look up as Memory commanded that gentle order. She had moved to stand in front of the box she had previously been holding, although she was not yet by his side. She did not look like the timid and frightened girl he had met back in the asylum. Instead, she looked like a high school teacher staring down that one student that always misbehaved. Maybe in the past she would have been pushed around, but now she was going to stand up and take charge of her classroom.

_Otto, you have got to get out more._ Octopus sighed in his head, and Octavius cringed slightly. He really didn't care what those deep, inner thoughts, those instincts he had tried to hide since childhood, had to say to him right now. The only thing he had to worry about was how he – and Memory – were going to get out of this alive.

"Lady, stay the hell back! I'm not afraid to shoot you, too."

Memory tilted her head upwards at this statement, a smirk forming on her face. In the back of her head, she heard Mary whisper a very interesting proposition to her. It could work; it would work. And, because of that, she sent a mental nod to her sister. There was a burst of delight, of power. Mary's voice grew louder in her mind, as did her presence, as did her dark thoughts. There was a mad cackle from Mary, and Memory felt the world grow black.

For the first time in her life, Memory _let_ her sister have complete control.

He saw the change, and he couldn't believe it. Memory had testified, and even Mary agreed, how she hated the dark. He had been inside her mind; he had seen how dark it was in there. How dark, and how lonely. He didn't understand why she wanted to go back in there.

Oh. Oh, no, he did understand.

Mary looked over at him, smiled, and cracked her neck. "You know this won't end well, Octavius." She said simply. Rolling her eyes over to security, the redhead looked almost bored and lazy as she examined the medium-build blonde. "You know very well what I can do. So I will ask you."

"Shut up!" Yelled the security guard; he shifted his gun from Octavius to Mary, "Shut up, or I will shoot you too!"

Mary continued on, "Do you want me to kill him?"

The man stiffened as the words escaped her lips; Octavius paused, considering this. His mind was still working at normal speeds, even if his body wanted nothing more than to collapse then and there. Such was the joy, and the terror, of have superior intellect. His mind ran through the options, the recollections of what could happen should he say yes. He could find no good reason to say no, however, so he just nodded.

"Very well."

Mary turned to the man. Her eyes immediately locked onto his trembling hands. She grinned lightly, and began to walk towards him. "Tell me, boy," she said, despite the fact the man was clearly older than her, "how many bullets do you have left in that pea shooter? Two, three? You have already used two on my friend here, and who's to say you loaded it full when you came to work today?" Mary stopped in front of the man; the barrel of the gun pressed against her belly. "Try it."

"I-I will!" Stuttered the guard. Mary simply shook her head, and reached out to run her fingers down his face. Her touch was as light as a summer's breeze, and as deceiving as a woman's smile. "Step back and away from me."

"Shoot me. Go ahead and shoot me."

"Mary," Octavius' voice sounded strained, although she swore she heard a bit of concern hidden behind aggravation. It made her laugh out loud. "I said kill him. Not to get yourself killed."

"Ooh," giggled the woman, "Octavius has more faith in you than I do, boy. So why don't you try to prove him wrong? Or maybe you would rather prove me wrong. Take a shot, end a life. One of us will die tonight, and it's your move."

There was silence so still, so deathly foreboding, it could have taken a physical form. No one breathed, no one dared to shatter what would be the last moment in someone's life. For the longest time, both were just content to stare each other down. But, in the end, someone had to end it, and someone did. But it wasn't the loud, life-ending crack of a bullet being fired that shattered the silence. It wasn't the earth-shattering screech of metal that caused the strangled gasp of a man to hang in the air.

It was the click of the gun; it was the click that signaled the poor security guard had no more bullets to put inside another. It was the click that sealed his fate.

"I win."

Mary moved then with a speed few had ever seen. She grabbed the middle-aged man around his throat with a grip of iron. Her other hand tore the gun from his fingers, tossed it over her shoulder. A light smiled formed on her lips as she tilted her chin upwards, victory flashing in her eyes. When the man wrapped a hand around her wrist, she simply let her other hand join in on choking the life out of him.

"You know," she said, licking her lips, "I've killed before. Only once, but it was with a man twice your size. I strangled him as well. I watched the life leave his eyes as his face turned a multitude of colors. Red, first... then blue. I do so love blue." Mary tilted her head to the side, smiled wickedly, "It's a lovely color, don't you think?"

Fear, pure and unclouded, blossomed in her victim's eyes as he realized that the little woman before him held strength he had not calculated. He tightened his grip on her wrist, though it earned him nothing more than a wince from Mary. He felt his lungs begin to burn and finally gave up on trying to just escape. Squeezing his hand into a fist, he sent it sailing into her midsection.

Mary let out a noise. She released his throat, stumbled backwards as she automatically clutched at her stomach. After making sure that she was not in any true pain, she glanced back up at him. There was fury now in her eyes, fury and hatred that burned brighter than any torch. She let out a low growl and leapt forwards, hands outstretched and ready to reclaim the tender flesh of his throat.

Before she could get there, a force had her halting in midair. It held her by the collar of her shirt; it made sure she was just barely off the ground. Mary gave a nasty growl, although it faded when she saw who her "captor" was. A smile that was more feline than human curved her lips upwards, and she placed a hand on Kraven's massive arm.

"Look who's here." Purred the woman, grinning maliciously, "So glad you could make it, Kraven."

The cat-man didn't bother to look at Mary as he placed her on the ground. His eyes stayed locked onto the human male before him; his lips pulled back into a dangerous snarl. Carefully, gently, he placed the woman on the ground, then, once he had released her, used his now-free hand to pin the guard against the wall. The poor man's face was now as white as death, with sweat beads popping up on his forehead and just above his upper lip. Shaking from fear, Mary noted with satisfaction.

"Go back to the lab. Kraven can handle this." Still Kraven did not remove his eyes from his soon-to-be-victim, though his voice softened as he directed his words to Mary. "The cub does not need to get her hands dirty with such violence."

"The cub," Mary emphasized his pet name for her, placing her hands on her hips, "enjoys getting her hands dirty. I can end him now, Kraven. I should do it. He tried to hurt me."

If she thought that those words were going to gain her any sympathy, she was dead wrong. Instead of gaining favor from Kraven, the cat-man released another snarling growl. He dug his claws into the chest of his captive, not stopping under drops of blood collected around them. Mary could tell she had struck a nerve within Kraven, but wasn't quite sure what she had said. Not until he spoke, that is.

"You dared to raise a hand against a cub?" He leaned so he was towering over the man; his nostrils flared dangerously. "Not only that, but you harm Kraven's Alpha as well? You dare to go against Kraven's pack twice now. You shall not have the chance to do so again!"

Mary would have loved to listen to the pitiful whimpers and pleas for mercy that followed Kraven's declaration. She would have loved to watch, and even join in, as this pitiful human got exactly what he deserved for daring to shoot at her. As it was, Kraven's words rang a familiar bell inside her brain, and Mary felt her entire body freeze. Kraven's Alpha had been shot at as well. Kraven's Alpha was Octavius. Octavius was Mary's Otto...

And _her_ Otto.

Pushing the thoughts of blood lust and hatred for the security guard aside, Mary moved from Kraven's side back towards the entrance of Octavius' "storage" area. Pain squeezed the very heart in her chest when she saw the condition he was in. Bloody, leaning weakly against a demolished box, he was gasping for painful breath. His glasses were gone, and Mary could see the exhaustion that clouded his normally expressionless blue eyes. It made a part of her, a part Mary had sworn was reserved only for her dear sister, ache.

She approached him, face stoic despite the inner pain. Carefully, she placed a hand on his shoulder, the uninjured one, and helped him roll so his back was against the box. As she peeled his coat off, Mary spoke, if only in an effort to keep him awake.

"It's not that bad. Just a couple of bullet wounds." She pulled the flap of the coat away from his right side, winced upon seeing that was where the majority of the blood was coming from. "Two ballistic wounds, both appear to have an entry and exit. At least they aren't inside you at the moment... Can you help me with the coat?"

"I would rather it stay on." Octavius hissed the words through gritted teeth, keeping his eyes trained onto her hands. He watched, with a mix of shame and fascination, as sanguine blood coated her ivory hands. "It's already on."

Mary shook her head, "I don't care if it was super glued and stapled to your ass, it's coming off." She placed a hand behind his back and pushed him up. When his hand encircled around her other wrist, she lowered her head so she could look him in the eye. For a moment she considered snatching the coat right off, but then thought better. It would come off, but perhaps in the middle of a warehouse was not the best place. "It can stay." Said the woman, in a near-whisper, "But it will come off, eventually."

"Not for you. Not for anyone." He released her wrist. His head tilted back to rest against the edge of the box. "I can take care of it myself, Mary."

She almost brought up the fact he had removed his coat for her sister, but then reeled that evidence back in. It would be best if she didn't argue with him, at least not at the moment. He was, after in, bleeding from two gunshot wounds. She could let him win these battles, until he was better equipped to fight her. Mary let her hand slide from behind his back to press on the bleeding wound in his shoulder.

"Can you work your arms?" She asked, and received the twitching of one of the claws as the answer, "Good. But save up your strength, because you're going to be carrying the both of us home."

Octavius closed both of his eyes, "What makes you think I'll be taking orders from you?" Despite his words, his words meant little to nothing to her. He was breathing heavily now, and she doubted that he would be able to stay conscious much longer. But if she could keep him awake for a few more moments, then there was the possibility that they could get out of this without her having to find him a blood donor.

"You'll be taking orders from me until you die, Octavius, because Memory resides within my body. You hear me? Because I'm the craziest member of your fucked up little troupe, and I will have you people bend to my will."

Instead of being offended, or going off on a tirade, as Mary had expected, Octavius simply smiled. It wasn't a haughty smile, or the smile of a man who was about to take his revenge. Instead, it was the smile of a man who had discovered the truth behind a mystery, and was now both satisfied and exhausted by his find. "It's admirable. Your attempt to keep me awake. Trying to rile me up so I will fight this... however, I will have you know it isn't doing any good."

Mary bit her lip as she grabbed the end of her shirt. Without hesitation, she ripped an inch off the length. Octavius gave a pain-filled chuckle as she attempted to wrap it around his shoulder. It took several more strips before that was possible.

"Baring flesh was an admirable attempt, but..." The arm by her leg lifted weakly, but then fell to the ground beside him.

"Dammit, stay awake! The chances of your survival lower when you fall asleep."

Eyes still close, Octavius smiled. "So you have medical knowledge as well... Do the surprises never cease?"

Mary tied the strips of cloth off, then took his face in her hands. She didn't care that it was now her flesh that smeared red syrup onto his. Memory was fighting to the surface, but Mary couldn't let her see such gore. Not now. Not when it concerned someone her dear sister cared about. So, drawing one hand back, she gave his cheek a few light taps. When that did nothing, she increased her strength.

A hand grabbed her wrist, restrained it.

"There you go." Mary whispered, in a voice that sounded strangely like Memory's.

"Kraven suggests we go now."

Mary glanced up as Kraven made his appearance known. There was blood smeared on his paws, but did not otherwise mar his fur. His great gaze shifted from the kneeling woman to Octavius and observed him for a moment. A sigh escaped him, causing his shoulders to heave. Kneeling, the cat-man wrapped one of Octavius' arms around his shoulders. Memory moved so she was on the other side of the scientist, doing the same.

Octavius gave a caustic laugh. He let his arms rest against the ground, pushing him from their grip. Memory gave a soft little whine, and he reached out to encircle her waist with an arm. After lifting her into the air, he opened his eyes briefly to glance at Kraven.

"The arms have a preset location." He explained, seeing the wary in the cat-man's eyes. "When I can no longer control them mentally, they will still continue to carry us back to Tinkerer's. Go contact the others now. Tell them it is time to retreat. Take whatever they have; we can stay no longer."

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HFG: You've read, now review! You know what they say? Reviews make the heart grow fonder!


	18. Chapter 18

**Disclaimer:** Marvel and all its affi... blah, blah, blah, don't belong to me... Never will. Now excuse me while I cry over the fact I don't own Otto.

A/N: This is a very short chapter, and for that I apologize! Hopefully the next one will be longer!

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"What is the meaning of this?"

Kafka nearly leapt out of her chair as Spider-Man threw the "stolen" file onto her desk. She could tell, just by the tone of his voice, that he wasn't too happy with what all he had found, but, then again, she had not been either. Granting herself the luxury of a sigh, Kafka took the file back and tucked it safely into one of her desk drawers. Then she turned to him.

He was hanging from her ceiling, the perking of one of his mask eyes telling her his eyebrow was nearly touching his hairline. If he had hair under there, that is. Kafka stood, but he fell to the floor before she could even begin to walk over to him. "What is that? Some kind of sick joke?" He placed his hands on her desk, leaned over, "She's a mutant, and you placed her with the most dangerous criminals New York has even known? Do you know what you might have done?"

Did she know? How could she not know? It had haunted her long before Otto's escape, and now it continued to dog her long into the night. If she had been given the choice, Memory would have been placed in solitary long before her confrontation with Kassidy. Putting someone with that much power, with that much innocence, around known criminals and manipulators was not the brightest choice, even if it hadn't been hers to make.

"It wasn't my decision." Though the fact did not bring her any comfort, it did seem to make Spider-Man even more confused, "He went over my head, brought in the Board of Directors. They agreed with and condoned his experiment, and so I was forced to allow her to live with the others. If it was up to me, this never would have happened."

"But it wasn't up to you, was it, Doctor Kafka?"

Spider-Man leapt to the ceiling, and Kafka felt her entire body freeze as a new voice added to the conversation. Marco nodded his head over in her direction, in an coarse gesture of hello, and made his way over towards the pair. He stopped next to Kafka's desk and leaned against the side, his held tilted upwards so he could look right at Spider-Man.

"So you're the infamous Spider-Man." He murmured, and reached up to remove his glasses. The hero gave a snort of indignation.

"I believe you mean 'famous', Doc." Spider-Man fell onto the top of Kafka's desk, body perched as if he was hanging upside down again. "Read the _Bugle_ every once-in-a-while; I'm always in there. Always with another news story that, while mangled by that blowhard Jameson, never fails to tell of my heroic deeds and escapades." His chest seemed to puff out in pride, making him seem more like a rooster and less like a spider.

Of course Marco had to deflate his bubble, "No, I meant infamous. From what I can tell, you never fail to bring in the bad guy - and destroy millions of dollars worth of public property while doing so." One shoulder rose and fell in a careless shrug before he brought them back to the previous conversation, "But enough circumventing. I do believe we were discussing why my Mary ended up here, weren't we?"

He gave Kafka a look out of the corner of his eyes, but Spider-Man moved between them. "'We' weren't. She and I were, yes. However, if you want to join in on this conversation, please feel free to pull up a chair and prepare for your group therapy session."

Kafka half-raised a hand, as if trying to put her own two cents back into this conversation. "Spider-Man, Doctor Marco here is the-"

"_Oh_, so you're the infamous Doctor Marco." The hero stood, only to leap from the desk onto the floor. He walked over to the doctor and, despite being a head shorter, invaded his personal space. The room went deathly quiet; no one even breathed. Finally, Spider-Man spoke again, "You look a lot more geeky in your pictures."

Marco heaved a sigh of relief that he wasn't about to get punched in the face. "Most pictures tend to have me with my glasses on. Without them, I'm a normal guy."

"Yeah, a normal guy who decides to play God by seeing what adding innocence to a potful of crazy will do."

With those hissed words, Spider-Man leapt to the window and opened it. A burst of chilly air was his greeting, but he did not seem to mind. However, before he left, he did turn around to look Kafka in the eye. Ignoring Marco, he added, "I appreciate the info, Kafka. I'll do my best to make sure she isn't harmed, though I can't say the same for Ock or his gang o' Goonies."

Then he turned to the window, and swung out of sight.

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The trip wasn't a dangerous one, but it was most certainly nerve wracking. Every time she glanced over, he was looking worse and worse. His face had gone paler than normal, nearly the same color as a sheet of copy paper, and he could barely keep his head up. Memory could offer him no comfort, with words or physical actions, and so she could only pat the mechanical arm wrapped around her waist. But if he felt it at all, there was no reaction.

The arms did not know nor feel their master's pain, and so they continued to scale the rooftops. Without effort they carried both over the city, Octavius' preset coordinates guiding them towards Tinkerer's lab. Memory wasn't quite sure how she felt about that. She was, even with her limited exposure to the outside world, one of those who believed that the human mind was much more reliable than a machine's limited intelligence. The very thought of her life, and more importantly Otto's, being placed in their...claws did nothing to ease her mind.

Much to her relief, they arrived safely back at Tinkerer's hidden laboratory/ Octavius' arms guided the pair through the already open skylight and towards the ground. They placed the two gently onto the ground, the arm around Memory's waist fell limp. The other three soon followed, leaving Octavius to stand on his own two feet.

Unfortunately, as Memory discovered, he did not have that much strength left. Octavius swayed once, slipping on the tile, and began to fall face-first towards the ground. Lucky for his face, Memory noticed his momentary weakness and was able to wrap her arms around him, albeit rather clumsily, and keep him from doing so. Despite struggling under his weight, she began to make her way towards the main corridor, hoping to attract attention.

"It's all right, Otto... It's okay, I've gotcha." Memory spoke quietly, even though the logical part of her brain told her that he could not hear her. It also hissed back that she was really only talking to fight away at the deathly silence that seemed to have overtaken them both. But still she continued, "Your arms did well. They brought us back here, and now we're going to find Tinkerer, and he'll fix you..." She trailed off, glanced around the corridor hopelessly, "Tinkerer! Tinkerer, please, help!"

The head that poked out of one of the rooms wasn't the one she was expecting, but it was a welcomed one. The rest of the person that followed, however, wasn't. Memory's body tensed, arms tightening around Otto, as she stared up at the giant that approached them. Switches clicked 'on' in the back of her head. The atmosphere around the woman began to change, from desperate to protective. She pulled her lips back into a snarl.

"Rhino is one of us, Memory. You may relax."

Tinkerer's voice cut through her fear, and the redhead relaxed. The air surrounding her began to return to normal as she peered around the giant. Tinkerer was standing just a few feet behind the man called "Rhino," his arms crossed and a disapproving look on his face. It only increased upon seeing the blood and the look in her eyes. He waved to them.

"Rhino, take Octavius. Bring him to my office. We will have to take care of those wounds immediately."

"But, Tinkerer-" The look that she received was so scolding she nearly flinched then and there. She knew that Tinkerer was not going to _let_ Otto die; she knew he would do his best to save him. But she just couldn't let this unknown man take him away. Not when she could carry him.

"Rhino, take Octavius." Tinkerer repeated, and then stalked back into his laboratory.

This time when the giant approached, Memory allowed him to take Otto, though it was obvious she was not too happy with the arrangement. As if to make sure that he was in capable hands, she did not remove her arms from him until she could see the blood that had been on Otto's coat smeared onto Rhino's hands. Only then did she let him go, though she followed the two until they were in Tinkerer's lab.

And she only stopped then because he slammed the door right in her face.

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HFG: Again! I apologize for the length of this chapter. But I didn't want too much to happen in one chapter. I'll update ASAP, so long as reviews are given as well. ;)


	19. Chapter 19

**Disclaimer: **I still do not own SSM, and so that means Ock still isn't mine. It's such a shame, really. I wouldn't ruin his character... Just have some fun, which apparently Mr. Lee doesn't like. So sad... ;-;

A/N: This is it! The chapter I've been waiting on forever! After nineteen chapters of scrambling to put together the emotions, I've finally done it! I've gotten... Well, I'll let you read, huh? And then you guys can decide if you like it or not. :D I hope you do. It's taken me months to get to this point. And I dedicate this chapter to all of my readers, but especially to Kia, whose reviews always put a smile on my face. She adopted Memory a while back, so now we share custody of her. I hope you enjoy, Kia!

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_I know you've suffered,  
But I don't want you to hide,  
It's cold and loveless,  
I won't let you be denied_

_Undisclosed Desires_ - Muse

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They say no news is good news. They say that if someone doesn't approach you with a scowling or disappointed expression that everything is going to be okay, and you still have a chance to be optimistic. But when you're the one sitting alone, with no one but the voices in your head to comfort you, the Theory of No News just becomes a mocking echo in your mind.

At least that was how Memory felt. She was sitting on the floor, right next to the entrance to Tinkerer's laboratory, with her legs drawn up to her chest. She wasn't quite sure how long she had been there, but she did know that it had been on the upside of two hours, boarding on forever. The first couple of minutes she had been completely numb; she had just been cut off from her one and only lifeline, when he was the one in danger. But as soon as feeling had returned, she was all panic.

But soon even panic had to give way. Now all she felt was dread, cold and slimy, as it coiled and slithered in her belly. Every time she tried to fight it back, to tell herself that everything was going to be okay, the smell of Otto's blood drifted back into her nostrils, and she would glance down. Dried blood stood out against her flesh, a stark reminder of how much had been shed back at the warehouse and on their way back.

Mary had tried to send comforting thoughts and words, but Memory had long since blocked them out. She knew her sister was only trying to help, just as she knew that it was because of her bloodlust that had cost Otto so much of his own lifeblood. Memory tightened her grip on her legs, buried her face in her arms.

What if he did not recover?

_Sister, you know he will. He has the strength of the animal he claims as his avatar, and the will of one of us. _Mary sent a smile, but Memory just turned away. She didn't care what he had the strength of. Strength could easily be beaten by someone or something stronger. He might have been strong, but if the pull of death's blackness was stronger, than…

She pushed the thought away, curling up tighter. If he left, than she would be alone. There would no one there to give her a nudge in the right direction, or to keep her away from that red and blue costumed guy that had tried to take her. She would have to alter her own memories again, to keep both herself and his group safe. Even if a part of her didn't want to forget.

_He'll find them. We have to._

_Only if he doesn't make it._

_What if he doesn't, sis? What if he does loose to the bullet?_

There was silence, for a lone moment. Than, as if they both knew the truth, their voices combined to utter what the action they both detested.

_We'll have to erase it all._

* * * * *

It was another hour before Memory found the idea wandering around in her head.

She wasn't quite sure how it happened to float in there, or what had caused it to. Perhaps Mary had been whispering it for the past hour, and she had simply not been paying attention to her sister. Perhaps it belonged to a runaway thought train that passed through her mind. Either way, it was an idea she liked, and an idea she would try to put into action.

She stood carefully, wincing as her knees gave a soft 'pop' of protest. She would have to make a note to walk around more, or at least change positions more than once, the next time she was waiting for Otto to get out of surgery. Memory took a moment to stretch her limbs, to make sure the blood started to flow properly again, and then walked over to the door to Tinkerer's lab. To her surprise, it was open.

_We could have just walked in._ Mary grumbled, though she didn't sound too disappointed. _He was banking on the fact that neither of us wanted to see the blood. And he was right._

_No. He was wrong. Blood we don't care for._ Memory turned the knob all the way, and pushed the door open, _But neither of us wanted to see Otto's blood anymore than we had._

_I wonder why that is._

Memory walked inside the lab; she shut the door quietly behind her and glanced around. Tinkerer and Rhino were gone, apparently, but she could see the shape of what was definitely her Otto lying on a table in the center of the room. As she approached, Memory noted that he was sleeping peacefully, and the surgery appeared to have been a success.

_They didn't come to tell us._ Mary snorted, indignant at having been ignored. Memory shook her head as she placed a hand on Otto's arm. _What is it, sister?_

_He's cold. And his breathing is shallow, but he appears to be otherwise all right. _

Mary heaved a sigh of relief, and her sister nodded. Then she reached over and grabbed an abandoned chair, giving it a yank so she could sit in it. For a quiet moment, both sisters observed the face – each taking a different eye. Once Mary was satisfied that all was well, she allowed Memory to have back her 20/20 vision, and mumbled a half compliant. Her sister continued to observe.

"I don't think I can do this."

_His body may be exhausted and weak, but his mind never will be. Reach inside, sister. Try to tweak a memory; you know his defenses will activate. _

Memory hesitated for a moment longer, but did not back down. Instead, she took her hands out of her lap and placed one on his face. His icy flesh caused the hair on the back of her neck to stand up, and she released a trembling breath. But then she steeled herself, and dropped her defenses. Memories, both peaceful and terrifying, flooded her mind.

_No, no! Go for an easy one. One that, if we fail, won't do damage. Go for his childhood; maybe a Christmas. Just alter the breakfast he had that day, but don't touch his gifts. You never know what doing such a thing can do to his mind._

"I know that."

Despite speaking through gritted teeth, Memory had already found the one she wanted. It was one from his childhood, though it wasn't a Christmas. Or, perhaps, it was, and this particular Christmas wasn't a happy one. All she could see was a little boy with tears rolling down his puffed cheeks; all she could feel was white hot pain, both emotional and physical.

_Damn. _

_Maybe this was a bad idea, sister. I don't think we should continue._

_I don't think we have much of a choice._

_I don't understand…_

But then she did. And then she felt it; that same creeping feeling she had felt at the base of her neck the last time she had attempted to dig through his memories. It was the feeling she inflicted upon others, thrown back at her with a heavier sort of force.

She normally would have fought it, but now she embraced it. And before anyone could tell her otherwise, before Mary could object to her willingness to allow another inside, the tendrils curled around her brain. And a new voice spoke directly into her mind.

_And just _what _do you think you are doing?_

Memory released a sigh of relief, and let a tentative smile cross her lips. He sounded just as strong as ever, only now his tone held a hint of anger. It was enough to assure her of Mary's words earlier, and she reached out to meet the voice.

_They didn't let me in. They didn't tell me how you were doing, or even that they had managed to stabilize you and stop the bleeding. I had to know. It's partly my fault that you were in such bad shape. I had to make sure everything was okay._

_So you invaded my mind, _without _my permission?_The anger in his voice only grew, and she nibbled on her bottom lip. _You went inside what is sacredly mine and mine alone. And what is your reasoning behind such an act? To alter my memories? Or perhaps delete them entirely? _

The coldness of his tone bit deeper than any weapon ever had. She removed her hand from his face; let it return to her lap. _No. You never did give me permission But I wouldn't alter your memories, not without permission! You have got to believe me, Otto, I wouldn't normally invade your mind without permission. My abilities are a defense mechanism. They're not meant to be used to attack another._

Of course she had broken that when she had helped him break into the warehouse. She had used her powers to incapacitate a man who had never raised a hand, or even his voice, to her. But she would have done it again. There was no doubt in her mind that she would do such a thing again, if it meant helping Otto.

He didn't speak, so she continued. _I'll leave now, Otto. I won't enter your mind again without your permission. I just wanted to make sure everything was okay. You had me worried._

She waited. There was utter silence between them for several minutes; only the distant sound of their bodies' breathing kept the it from being too overwhelming. Mary murmured quietly that perhaps he had gone back to sleep, his mind as exhausted as his body, and that they should pull out. Even someone as strong as Octavius needed his rest. Memory agreed glumly, and started to unwind the tendrils of her mind from his.

His tightened, if only for a moment.

_Do not doubt the strength of my mind, even if my body is not its equal. _Those words echoed inside, and the tendrils loosened from around her presence. They unwound from hers, pulling back into their proper place and cutting his side of the length. She did not hesitate this time, and pulled out immediately.

She stared at his sleeping form for a long time, only tearing away when she felt hunger gnawing at her belly. Memory knew that it would be awhile before he awoke, and that she would be able to grab something to eat and return before he even stirred, but that didn't mean she was comfortable leaving him.

Still, she pushed away from the berth and stood. Her eyes flicked to his face one last time before she turned towards the door. Mary stirred in her mind, and Memory reached for her. Confusion flickered across their bond.

_What is it, sister?_

_I know why neither of us wanted to see his blood. And now he does, too.  


* * *

_  
HFG: Ta-da! That's the end of chapter 19! And now that you've read, do kindly review! Reviews help me know what you like and what you don't like. It also lets me know that people are reading, and that I'm not just writing this to amuse myself. (Although I am.) And I also update faster with reviews. :D

PS: Yes, Memory did babble when she was speaking about his mind. That was done on purpose. :D


	20. Chapter 20

**Disclaimer:** I am a poor high school student. I own no one and nothing. Except Memory/Mary and the plot. That is all.

A/N: HUZZAH!! A lengthy chapter!!! But you know what's waiting for you at the end? No, you don't. That's why you read. And if you read you'll know what's waiting for you. Because, I promise you, it'll be worth it. :D

* * *

_I want to reconcile the violence in your heart  
I want to recognize your beauty's not just a mask,  
I want to exorcise the demons from your past,  
I want to satisfy the undisclosed desires in your heart_  
_Undisclosed Desires_ Muse

* * *

_What do you mean he knows? How can he know, when we've barely just…_ Mary paused her rapid rambling, something she did very rarely, to take a deep, mental breath. Once she was calm, or at least able to act calm, she continued. _We've only just discovered our…our 'feelings' for him. He can't know._

"He does, sister. And I think he knew before us."

_But… but _how_?_

Memory's shoulders fell and rose in a careless shrug. "The mind is a powerful thing. Perhaps he is stronger than we thought, and was able to shift through our minds as I stumbled for something to say. He was able to combat us the last time we entered. Maybe he was able to use that to search through our memories, instead of the other way around."

_He can't touch our memories._

"I never said touch. I never said alter. But our memories are a part of us, and so they shall remain until we see fit to delete or change them. He can't harm them in any way, but that doesn't stop him from looking. And I'm afraid that might been what he had done."

Mary caught the trail end of her sister's thought process, and finished it for her, _But he wasn't looking at the actions, but the thoughts behind them. The reason we were so willing to kill for him. Why we cringed from the thought of ever using our powers against him, even back at the asylum… He knew what we were doing, but he wanted to know why. And know he knows._

"And in finding out, he has shown us as well."

_Were we that obvious?_

Memory shook her head, "No. Not until just now. Not until we _needed_ to make sure he was okay." She paused, then turned so she could lean her back against the nearby wall. Her head touched the ugly wallpaper, "We've never needed to check on another before, and I think he knows that now."

Her sister made a disgusted noise, even if there was no heat behind it. _So he knows everything now. What we've done, how we feel… They're all in his head. And we know nothing about him in return. What do we get out of this deal?_

Memory didn't answer. She couldn't. They had not gained a thing from opening their minds to him. They had given all their thoughts, all their emotions, and he had gone through them as if they were notes in his journal. And all they had done in return was…

"We eased our minds. We made sure he was alive and well and okay. You know that if we had not done that, the both of us would be halfway back to that warehouse by now." She hesitated, but then finished the thought, "With murderous intent on our minds."

Mary sighed, _You're right. I know you're right_. She shifted slightly, almost as if she was uncomfortable in their current position, _Do you mind if I come out? Just for a bit sister. I need to stretch my legs, our legs, and breathe. I can't stand being cooped up like this. Not with so much on my mind._

"Not at all. I need a rest. This is too much for me."

_I'll wake you in a few hours, okay?_ For the first time in Memory couldn't remember when, Mary almost sounded tired, _I just need a time to think for myself, and maybe take a walk._

"Take care of our body. It's the only one we'll ever get."

The shared joke brought a smile to both, and Mary nodded. Memory released her grip on the body, only waiting until she was sure Mary was fully in control to creep back into the dark recesses of their mind. It was time for her to nap, and think.

* * *

As Memory and Mary discussed their feelings on what had just happened, the object of their thoughts was doing the exact same. Though his body slept and rested, his mind continued to go at full-speed, running through all the possibilities that could logically excuse what he had just seen inside their minds. After all, it was simply impossible for anyone to care for the great Doctor Octopus. Wasn't it?

Of course it was. Before the accident, he had been sniveling little Otto Octavius. Weak in both body and spirit, he took whatever came he was and always bended to the wind. Whenever his employer had spat out abuse in his direction, his only response was either a "yes, Mister Osborn," or "of course, Mister Osborn; forgive me, please." No woman had ever looked twice at that meek coward.

Now he was the great Doctor Octopus. Now it was completely irrational for anyone to even glance at him twice, unless it was out of fear. He was brilliant; he was stronger than Otto had ever been. All those who had preyed on him were now either the object of his hatred or the tools he used to perform day to day activities. It was simply irrational for him to think that anyone could care for the (_monster _flashed across his thoughts) person he had become.

It had to have been Mary that was sending the thoughts. She was a vixen, a little manipulator. That had to be it. Yes, of course it was. She was using her powers, both as a mutant and as a woman, to attempt to manipulate him so he would be wrapped around her little finger. That fit her profile entirely.

But then there was Memory. Little Memory was nothing like her "sister." She did not know how to manipulate a dog, much less a man of his caliber. The emotions, the thoughts stripped bare, had come not from just one of the sisters, but both. Mary may have been able to draw up such from the back of her cold heart, but Memory could not. She was as open as a heart, a pure heart standing against a polluted world.

No. No.

_No._

She was a woman trapped in childhood; his experiment who had yet to realize it. She had a sort of odd fascination with him, perhaps a schoolgirl crush. It would pass, as all childhood crushes did, once she saw the dark side of her teacher. Once he slipped her the dreaded "F", all her silly, girlish thoughts would crumble, and her feet would return once again to the ground.

_Come now, Otto. You know as well as I do that her feet have never and shall never touch the ground. _

Octavius mentally gritted his teeth as the nagging voice came back, teasing his mind with the truth. Memory had never been firmly planted on the ground – in the metaphorical sense, of course. And that was what made her as dangerous as her sister. Others saw him and new instantly what he was; they saw him and screamed monster. She saw him, and did not judge.

She saw him, and she saw _friend_.

That was what made her such a danger to him. Others knew their place around him. Memory did not understand the chain of command he had in effect. She did not know that when he said "no" he meant it, instead of her pulling out those wide, pleading green eyes in a (very effective) method of getting what she wanted. It made him grit his teeth even harder at how efficiently she could wrap him around her little finger and not even know it.

He would have to fix that.

But for now, judging by the voices he heard murmuring in the background, he would have to put those thoughts on hold. Those who had made sure he would survive were talking about him now, as if he wasn't even there. And maybe he wasn't, not really, but he could still hear their words. Consciousness was beginning to creep back, albeit at a much slower pace than he desired.

Though his body screamed at him to remain in the darkness for just a bit longer, Octavius pushed pass its weakness. His eyes felt gritty, as if there was sandpaper now glued to the inside of his eyelids, and his throat was dry. But still he continued to force his eyelids to attempt to open. At first they only sort of fluttered, but then he was finally able to halfway sort of open them.

"Doc?"

It was Maxwell's voice that broke through his silence now. His soft voice, a mixture of concern and relief, made him sound almost as if he was a child. Instantly he regretted thinking of a child, for another one popped into his mind, and he was forced to shove her right back out. Once his eyes were fully open, he turned them onto the boy.

"Yes, Maxwell?" Though he attempted to sound at least somewhat civil, the roughness of his voice made it sound as if he was snarling. When Maxwell flinched back, Octavius almost considered apologizing, but then shrugged the thought away. He began to push himself up, so he was at least in a sitting position, and felt one large hand wrap around his upper arm and yank him up rather efficiently. "Thank you."

The grunt that followed did not belong to Electro, nor did the hand that had aided him. It was Kraven who had given him that extra pull up, and who was now standing before him, arms crossed over his chest. His eyes looked Octavius over once, than he grunted in satisfaction. "The bird fixed you up well. Other than the pale and freshly stitched flesh, Kraven sees no other signs that you were wounded."

Octavius nodded, though he did not reply. The arms on his back began to move and slither, as if they, too, were just waking up. He gave them all an order, just to make sure all connections were still there, and then gave a relieved sigh upon discovering nothing had been damaged.

"Here, Doc. You might need this…" Electro disrupted Octavius' thoughts for a second time in less than five minutes, although this time was for a significant reason. When Octavius glanced up, he saw that the boy now held his trench coat, and was offering it out to him. "I figured you might…"

The upper-left arm slithered forwards, accepting the coat, and then brought it back to Octavius. The scientist inspected it for a moment, nodding upon discovering no blood was left on the brown leather, and quickly tugged it on. Immediately warmth swamped his body, and he felt his strength slowly returning.

"Thank you, Maxwell. Now, if you don't mind, I have," Octavius paused for a moment, to slide off of the medical berth. His legs seemed to want to buckle as soon as weight was pressed on them, so he let his tentacles take some of the pressure, "I have to talk to Kraven for a moment."

"Uh, sure, Doc…" The look on Electro's face as the doctor and cat-man left was one of utter confusion, but he had learned long ago not to bother Octavius with questions that he was better off not knowing the answer to.

Octavius waited until Electro was out of earshot to glance at the cat-man that now walked beside him, eyeing him as if he was trying to decide if he should be more worried about being attacked, or Octavius collapsing where he stood. A quiet chuckle escaped him.

"I assure you, Kraven, all is well." He smiled lightly, "Maxwell has questions that I would rather not answer at the moment, for I doubt that he would believe my answers. So instead I shall direct this question to you."

Kraven released a rumbling noise, one ear flicking backwards.

"Do you know where I might find Memory, or Mary?"

* * *

Mary had decided that she would let Memory sleep for longer than she had agreed. Her little sister needed rest, and so she would not disturb the first true "nap" Memory had gotten in quite awhile. She had chosen to wait until Memory woke up naturally (or, about as naturally as taking a mental nap can be), and then hand over the body. But for now she had decided to sit on the roof and, tucked back against an old AC unit, observe the city as all activity drew to close.

For all she said and did, Mary was still a woman. She had emotions and feelings just like others did, even if she could hide and manipulate them so others didn't see the truth inside. Yes, she did enjoy wrapping her hands around the throat of those who hurt her and hers, but that did not make her truly evil. It just made her wickedly protective.

_Wickedly protective. I've got to remember that one, _she thought with a half chuckle.

Allowing herself the luxury of a sigh, Mary leaned her head back so she could touch the cold metal behind her. It would not be too much longer before it began to snow here in New York, and so moments like this would become even rarer than they already were. She had every intention of soaking them up while she could, and then storing the memories away so both she and her sister could enjoy them should they ever be taken from the sunlight again.

The sunlight. When was the last time she had actually enjoyed a moment of sun? True, Memory had taken that precious moment to bask in its lovely warmth, but had she? Glancing back, she realized she had not, and that startled her. She would have to fix that, and fix it now.

Mary extended a pale had from the safety of the shadows and into the sun. The difference in temperature made a shiver go down her spine. A smile crossed her face, the first true smile in far too long. She etched this onto her memory, forever safe and forever hers.

"There you are."

She froze, her entire body tensing, like a rabbit who had been cornered by the dogs of war. Mary even twitched her nose before she managed to recover, although she wagered it was probably too late as she pulled her hand into the safety of the shadows. And she was right, for a claw wrapped around her wrist before the very tips of her fingers could make it out of the light.

The tentacle pulled her forwards, albeit rather gently, and lifted her into the air so she hung right in front of his face. She remembered that he was actually shorter than he appeared, only to notice that he using his arms to lift him so that he could keep them at even height, even as she hung. It would have been almost cute, had it not put her at such a vulnerable position. She noted the way he stood, the tilted head, the hands clasped behind his back, and recognized them as traits she had seen on plenty of doctors before.

And she cursed.

Octavius merely perked an eyebrow, "And here I was hoping you had enough common sense to stay out of sight, where absolutely _anyone_ can see you." He shook his head, and Mary felt the hair on the back of her neck bristle. He reminded her of those men who attempted to prick her brain. They were so self-confident, so sure of themselves, it made her sick just to look at them. They thought they could dissect her every thought, her every movement, and use them to discover what made her tick. They were wrong.

"But quite obviously I was wrong," he continued, and placed her on the ground, though he did not release her wrist, "So, tell me, Mary, exactly why are you out here at this time of the day?"

"It's only five o'clock." She said, gritting her teeth. Mary didn't want to tell anyone, much less the man who had already been in her mind, exactly why she had been out there. To do so would be giving away more than he had already taken.

"So I see."

Now she _really_ didn't appreciate the tone he was taking with her. If he thought she needed to be talked down to, he was dead wrong. "Some people enjoy the warm sun, Octavius." Mentally, Mary winced; Octavius perked that same eyebrow again.

"Good to know. I, however, am not some people. I'm not even most people. And I'm especially not _you_, so I would rather you not take that tone of voice with me, Mary. Especially considering you owe me your very freedom."

"I owe you nothing. Now release me and crawl back into the shadows where you normally hide. Memory is asleep at the moment, so if you wish to talk to her and continue your attempts at twisting her mind, you shall have to wait until later."

That eyebrow only continued to arch higher, "Twist her mind? My dear Mary, I would never do such a thing. Convincing a young woman that I am her ally, and that helping me would be the same as helping herself is not twisting her mind. You make it sound as if I am trying to make her something she is not, when all I am truly trying to do is gain her loyalty."

Her eyes narrowed, and she knew then exactly what Octavius wanted from the both of them. "You may gain her loyalty, but you'll never gain mine. We are two halves of the same whole. What she feels, I do not. What she thinks, I don't. Just because you gain the trust of a child doesn't mean you gain the power her sister holds."

"What you showed me a few hours ago says differently."

The statement had everything in her go dead. Before she could even try to think of a good comeback, the tentacle still around her wrist yanked her forwards, right up to his chest. She turned her head away and pulled one leg back at the same time. Before she could let the attack go, a claw clamped around her ankle, holding it firmly in place.

"You know I didn't appreciate you going in my head like that," he murmured, voice softer than before. It sent a shudder down her spine, "but, then again, you also didn't enjoy having me in your head." He took her chin in his fingers, his touch far too delicate for the mad scientist he was supposed to be. Without using too much force, her turned her head so she was looking at him again; his eyes scanned her face, then locked with hers. "So how about we call this a draw?"

"There is no need for a draw, because there is no contest." She murmured, not pulling her eyes from his, "You may claim Memory, and you may gain her trust, but you will need both of us in order to get what you want. And I highly doubt you'll ever be able to win me over."

"Is that so?"

A corner of his mouth curled into a half-smirk, and Mary felt something odd attack the very pit of her stomach. She wanted to balk and run; she wanted to stay and fight. Her face grew red with indignation at his claim, or was it because he was staring her down? She wanted to tear away from of his nasty touch; she wanted to press her face against his gentle fingers.

"You can bet on it." She finally managed out, then licked her lips nervously. Despite the whirlwind of thoughts and emotions going through her, she made the decision to attempt to break away from his grip. But when she finally pulled away, his fingers tightened.

"I'll win. I always win." Octavius gave her that self-assured smirk again, blue eyes sparkling. "Memory is young enough to realize the truth, and so she understands. You, however, are just like everyone else. You fight and balk against the truth. The civilians out there, they believe whatever the idiots who rule out society say. You share their thought process, Mary." He ran a thumb over her jawline, "You are just as stubborn and as unwilling to accept as them."

Mary had to close her eyes to fight off the thought-clouding emotions that swelled, "Or maybe I'm just a realist who knows that she has to fight to survive."

"You won't have to fight anymore, if you just surrender. I'm not asking you to sell your soul to the devil, or whatever deity you wish to believe is evil. I'm simply asking you to promise me loyalty, and to do as I say. That will be enough to keep you afloat and free from those who wish to harm you," The tentacle clutching her ankle released, instead choosing to snake around the both of them, tying them together, "And from those who already have."

As a child, Mary had always heard that the devil whispered sweet promises in your ears. He drew you close and showed you what all he could give you, if you just bent a rule here and there. One devil had already claimed her soul. She had already bent so many rules and laws she doubted she could ever find the straight and narrow again. And now this devil was asking her to surrender what few principles she still held in her bloody fingers, just for a taste of paradise.

Why did the world have to be so cruel to the misfits?

"Perhaps," he tilted her face up, "you need a bit of...persuasion. Evidence that I shall not go back on what I have promised you here. That is what you desire, is it not? Simply because you cannot trust those who offer you things too sweet for your imagination. And why is that? Because you've never been given someone _to_ trust, am I right?"

"Get out of my head." Mary gritted her teeth again, thought she still refused to look at the scientist. "Memory promised to stay out of your head, so stay out of ours. You have no right to enter in there."

"Wrong."

Her eyes flew open, and she stared up at him with a mixture of panic and confusion swirling in her dark green eyes. He gave her a little smirk, "I have right to explore your mind now. Because we are connected now."

"Con...connected?" She paused for a second, but then her eyes widened. She began to push against his chest, trying to get away from him, but the tentacle that was wrapped around them both only tightened.

"You can only merge two minds so many times and not expect something like this to happen. So now your mind is mine, and vice versa. If I was to let you be harmed, then I would only be hurting myself. And I do not care to harm myself. Besides, are you not used to sharing a mind?"

"That's different."

For once, Octavius did not reply immediately. Instead, he chose to look at her again. His blue eyes scanned her face, as if looking for any signs of weakness. Mary did not dare to break the silence, for fear she would summon the blue-eyed devil again. But the demon appeared without warning, a full-out smile forming on his lips.

"You're right," he agreed, "but then again, so is this."

And before she could process the words, Octavius crushed their lips together in a fierce kiss.

* * *

HFG: REVIEW PLEASE! :DDD 


	21. Chapter 21

**Disclaimer: **I have not, and never will, own SSM. I do, however, own Memory/Mary and Doctor Caleb Marco.

A/N: I can_not_ write kissing scenes. Cannot. So this is probably crappy as all heck. But at least it's an update! And look! The very last scene gives you a twist! An old character back from the Graveyard of FanGirl's brain! :D

* * *

_This may never start,  
We could fall apart,  
And I'd be your memory.  
Lost all sense of fear,  
__Feeling insincere  
Can I be your Memory?  
Memory - _Sugarcult

* * *

His lips were not the first to ever take hers, but they were certainly the first to make her head spin and her skin burn so sweetly.

She was glad he held her; she was glad those once-hated tentacles were wound tightly around the both of them and had her pressed firm against his body. She feared her legs would no longer support her should she be forced to stand on her own. It felt as if her knees her been kicked in. It felt as if all of her muscles were no reduced to cherry Jello – Jello that could just barely withstand the fire singing in her blood.

Her fingers dug into the soft leather of his trench coat as her lips parted to grant him access. Octavius did not seem to mind the sudden pressure on his shoulders. If anything, it only encouraged him. Another tentacle wrapped around them; its claw moved to her face, the very tips teasing her burning flesh. He captured the sigh that escaped her lips.

And then, just like that, it was over. He pulled away, lips leaving hers, and it took all she had not to whimper then and there. But she managed to restrain the pitiful noise, instead choosing to tighten her grip on his shoulders – just in case he decided to release her from his four-armed (two organic and two mechanical) grip. Her eyes, which had been closed during the entire ordeal, finally fluttered open. Dark Emerald met Icy Blue, both unwilling, and unwavering.

A smirk formed on his lips, slow and far too confident for her liking. He used an organic hand to brush back a strand of hair from her face, and she noted the mocking tone behind the sweet action. "Don't you think you should detach from me, my dear Mary?"

She licked her lips, which suddenly felt so dry despite their shared kiss. "You need to get your cold, metal arms off me first. Then I would be more than happy to."

There was a quick flash of shock in his eyes, but then it disappeared, to make room for smugness. "I knew you would be the shrewd one." He chuckled, and slowly began to untie the two of them. Even though Mary was left wondering exactly what he meant by that, she wasn't about to ask. Whatever it meant didn't matter; what did was the fact he was going to stop touching her.

Although, considering the fact her muscles had yet to solidify, that might just be a bad thing.

Mary found she was quite lucky. As soon as the tentacles snaked away, and Octavius pulled his own organic arms away from her, she discovered that her feet could stay right where they were supposed to be – under her, that is – and she was fully able to hold herself up right. She released her white knuckle grip on his shoulders and took a hesitant step backwards.

Octavius did not yet seem willing to let the conversation end, for he let a claw slither over towards her face. Her entire body went rabbit-tense again as the very tips of the claw enclosed around her face with a touch so gentle she could have sworn they were organic. He turned her head to face him, and met her eyes with his own. For a moment, a brief flash of an instant, Mary swore she saw pure openness reflected in solid ice.

_What is mine_, his voice echoed in the very base of her skull, near the top of her neck, _shall be protected and treasured. While this is not the ideal situation for either of us, I find the possibilities could be very…interesting. And so now I hope you realize that, whether or not you like it, we are connected. And this connection is what shall forever keep me from harming you or your sister._

With a trembling hand, and more emotion that Mary had ever cared to display before, she touched the claw that held her face. It felt warm against her fingertips, much different than the coldness she expected. Then again, things had gone a lot more different than originally planned.

When she spoke, it was from her lips, and not the connection between them, "And keep my loyalty forever tied to you, Octavius."

The tiniest of smiles curved his lips, and Mary had to admire it. It wasn't his usual smug smirk, or the sneer that told her someone had done something wrong; it was actually a true smile, albeit a rather small one, and the first one she had ever seen him wear. The claw holding her chin released her, and he nodded. His eyes suddenly weren't as icy frozen anymore, and the arm slithered back over to its master.

At the very moment the tentacle was safely behind Octavius' back, hurried footsteps reached their ears. Both turned to gaze at the door that led to the stairwell, and were greeted by a panting Tinkerer. He placed his hand on the doorframe as he struggled to regain his breath, his older form not as used to running up three flights of stairs so quickly. Once he was able to semi-breathe again, he raised his head to look at Octavius, completely ignoring the other occupant of the roof.

"Rhino's getting antsy, boss. He says if we don't move now, he'd going without us."

The ice returned, and Octavius was back to all business. He narrowed his eyes, clasping his hands behind his back as he began to speak, "Tell Rhino that we move when I say we move, and if he so wishes to attempt to take on the arachnid before I give the command, then he may do so by himself. We will not make another trip to get him out of Rikers."

Tinkerer hesitated, as if he didn't like the idea of going against the giant without backup. He was the only 'normal' human in the group, backed by no superpowers, unless one was to count his abnormal IQ. But then, even Octavius beat him in that aspect. And the doctor saw the concern, and he shook his head.

"Very well, then. I shall talk to him." He said, using his tentacles to lift him into the air, "Perhaps you should make yourself useful in other aspects, such as finishing your latest project."

"Of course, Master Planner." Tinkerer gave a quick glance over to Mary, then scuttled back down the stairs without another word. Octavius gave a sigh at the older man's retreating back, though he did glance over at Mary.

"I suppose I must do everything around here."

He started to walk away, but a hand wrapped around a tentacle. He knew he could have ignored the touch and continued onwards. After all, his arms were much stronger than Mary, but that would be rude, and very bad form. He turned his head to gaze down at the woman he had finally staked as his claim, and tilted his head upwards.

"What about your wound?" She murmured, eyes targeting the bandages hidden just beneath his clothes. "It's not fully healed yet, and if he tries to force his way, then..." She didn't finish her throughts, but the concern was there. It was hidden in her eyes, her voice. A part of it almost touched him.

Octavius gave a soft chuckle, one that made her drop her hand and glance away. Tsking softly, he reached over and brushed her hair with a claw. "Rhino may be a neanderthal, but he is not completely stupid. He will not raise a hand against me, nor would he try to plan anything behind my back. He's not intelligent enough." He then turned away from her and started down the stairs, leaving Mary to hurry after him.

Memory stirred, and then spoke quietly, _He was trying to comfort us._

_Yes, he was._

_Does that mean he cares, too?_

_...I think he does, Memory. I really think he does._

* * *

"It's been three days – _three days –_ and you're telling me you haven't found her yet? Not once trace, not a single idea, of where my patient might be?"

The detective – Jonah or Jonas, or something like that – held up his hands in a passive gesture, "Look, Doc," Marco cringed inwardly at the informal title, "we're trying the best we can to find your patient, but you've gotta understand. She's with the most dangerous criminals out there, and also a suspect in several different crimes. I'm afraid we can't just go barging in blindly."

"She's a _child_," Exasperated, Doctor Marco collapsed into his office chair, rubbing his forehead, "She's got the mental capacity of a seven-year-old, and the innocence of a newborn. The worst she has ever done is thrown food at a nurse. That's it. She would never be capable of any of the atrocitiesyour police department is claiming."

"I-I know, but you've got to understand-"

"Understand what? That you have implemented a child, a kidnap _victim_, of collaborating with the monsters who stole her away from the one place she would be truly safe? Is that what you're saying, _Detective_?" The poor man began to sputter, and Marco took full advantage of it by sneering and continuing his rant, "She is mentally ill, yes, but she is not dangerous unless the other personality comes into light, and without her medication, that is exactly what will happen. Now, I want you to find my girl, and I want you to find her _now_."

The narrowing of those icy eyes was all the detective needed to see. He sputtered out a quick, "of course, sir, goodbye," and snatched up his hat and notepad before practically scrambling out of the office, and out from under that dissecting gaze. And his first week on the job and been going so well, too…

The detective's footsteps faded into nothingness and, with it, his memory in Marco's mind. The doctor gave an aggravated sigh and swiveled around in his chair, rolling towards a filing cabinet. In the background, he could hear a new set of footsteps, these heavier than the detective's, and rolled his eyes, not yet choosing to turn away from the files. Whoever it was would have to wait until he could find his next patient's files before being acknowledge.

But whoever it was did not appear to want to wait. He, for the footsteps sounded too heavy to be a female's, cleared his throat lightly. Still Marco did not turn around, and so the man coughed. However, when that failed to gain any reaction, other than Marco's hand tightening on the filing cabinet, he released a high-pitched, shrill whistle that nearly cracked the glass on the desk. Marco whirled then – only to freeze upon seeing who was in the room with him.

"Spider-Man?" He questioned, nearly choking on all the 'choice words' he had been saving up for his intruder. His eyes widened as he took in the man that, while dressed in a spider-like costume, was not in the hero's famed red and blue suit. Instead, it appeared almost…red and black.

"Not quite," the intruder giggled, in a voice that was far too high-pitched to belong to the hero, "The name's Carnage; all the powers and strength of Spider-Man, with none of the jokes that accompany him."

And for some reason, that was a relief to Marco. He did not care too much for the hero's nagging sense of humor, even if the common place people loved it. The part that piqued his interest most was the not the powers or the strength, but the name. The psychologist part of his brain wanted to ask Carnage to sit down, so he could possibly learn the reasoning behind it. But the other part of his brain knew that mental dissection was not the reason this man was here, and so he decided to save that to later.

"Do you want to take a seat?" _Best to offer one anyways, Caleb,_ that same voice whispered in his brain. Carnage did not appear to be one that you wanted to be rude to.

But the offer was simply waved off carelessly, "Nah, I got to leave soon. I just came by to offer you…help with your little problem. I heard you were having trouble finding your patient, you see, and I think I could help with that…" He gave an insane little smile, one that caused warning bells to go off in Marco's head – bells that Marco ignored.

"I'm listening." He murmured, placing the file he had so desperately been trying to find just a moment before on his desk, a forgotten mote in the scheme of things. "Are you saying you know where she is?"

"I'm saying I could find little Memory. I picked the Octopus' brain before, and I know how he thinks, or how he wants people to think he thinks." That last part was spoken in an insane little sing-song voice, and it caused the hair on the back of Marco's neck to prick, "It shouldn't take me too long to find him. A day or two at most."

"And why haven't you done so yet, if you know so much about her captor?" _Pick the brain slowly, Caleb, find out every little fact before you dive in. That's what they always told you at school._

Carnage laughed, and it was as high-pitched as his voice, "Because that would be no fun. You see, I want something back in return for bringing the two to you. Just a small token, a tiny one."

"And that would be?"

He leapt up onto the ceiling, as if he was poised and ready to skitter out the open skylight – his entrance, probably – at any moment. But he tilted his head back to look at Caleb, a dark glint in the corner of his eyes, "I'll bring you Mary, but I would rather like to keep Memory. And don't worry about the technical aspects of it all, I've already got it all figured out."

And before Marco could stutter out a reply, positive or negative, Carnage crawled out of the room through the skylight, closing it gently once he was completely on the roof, leaving a very stunned doctor behind.

_This is crazy, Caleb. _

"But it just might be acceptable."

* * *

HFG: So what do you think? I bet you didn't think he'd show his face again, huh? But he did, and now he has! Otto and Memory have to avoid both Spidey and Carnage now, and try to stay alive! Stay tuned, folks, and send reviews!


	22. Chapter 22

**Disclaimer:** I still don't own any canon Marvel characters, only my OCs. And the plot. The plot is mine too. So hands off! Only Kia has permission to touch Memory and Mary and the plot.

A/N: I just wanted to thank my two reviewers: _Jen Rock _and _TMNTxMadness_. I love you guys; your reviews keep me going! And also to my awesome sis, Kia, who reads and looks at all my stuff at dA, and has joint custody of Memory and Mary with me. :3 This chap's for you three, as crappy as it is. (shakes head) I'm so sorry. I tried.

* * *

_I hate the world today  
You're so good to me, I know  
But I can change  
Tried to tell you  
But you look at me like maybe I'm an angel underneath  
Innocent and sweet  
Bitch -_ Marideth Brook

* * *

There was Chaos when he arrived.

Rhino was throwing what could without a doubt be considered a temper tantrum as Octavius made his way into the lab. The giant's face was red, quite a contrast to his grey armor, and his arms were swinging about. Every so often he would connect with a solid object, causing it to either shatter or fly into the air. Twice the scientist had to throw up a tentacle to keep any wayward projects from painfully meeting his flesh. Quickly, he ran his eyes over the destruction, relaxed when he saw that his main projects were in no immediate danger of being carelessly destroyed.

Of course that didn't mean he was just going to sit back and watch this savagery. He had to stop Rhino, and he had to do it before any passersby became curious of the snarling and grunting noises coming from the third floor.

He said the man's name in an almost sing-song voice, at first. He wanted to see if he could get the snarling animal's attention before he was forced to stoop to his uncivilized level. Unfortunately, Rhino did not stop his rampage, and Octavius let an arm slither out, grabbing a wrist, "Rhino!" This time it was a snap, "That is _enough_!"

"It ain't enough!" Despite being startled by the sudden halt of his favorite weapon, Rhino snarled, snatching his hand free of the claw, "We've been sittin' in this place fer nearly two days, an' we ain't done a single thing. All we've done is sit around an'…an'…"

"I would have thought you would enjoy a break from prison." Octavius replied coldly, narrowing his eyes. He saw Rhino's own eyes narrow and continued on, relishing the challenge to release some tension, "After all, when was the last time one of your heists actually went well? As I recall, the past five have ended up with you in prison or needing my rescuing from the icy waters. And since I am the one who is the planner here, I suggest you sit down and enjoy your vacation."

If anything, Rhino's face only grew redder. He lashed out, grabbing a nearby table and hurling it into a wall. "I don't take orders from nobody." He snarled, stepping dangerously close to Octavius. The sound of electricity crackling caused Rhino to turn his head, and a grin formed on his face, "C'mon, Sparky, ya really think you can defen' the Doc?"

Octavius, while thankful that someone had stood up to the moronic tank of a man, reached up to rub his eyebrows. He enjoying winning verbal and mental battles, but he had no desire to start a physical confrontation in the lab – where sensitive chemicals and equipment lay unprotected. Without looking up he extended to arms, each wrapping around one of the contestant's waists. He made sure to keep them far away from his projects, and each other.

"Rhino, Maxwell, do kindly take a one hundred eighty degree turn and exit out a different door – _now_. I do not want this building to explode simply because you two have it in you minds that you are going to brawl here and now." He raised his head to look them both in the eye, "Now, go take a walk. Leave the building, if you must. But do not, _Rhino_, expect me to help you escape again if you are captured."

Now he released them, letting his arms snake back over to his side. With crossed arms and narrowed eyes, he watched as Rhino did as he was told and stalked out of the room. Electro was a little more hesitant, as he gave the doctor a pitiful, whipped puppy sort of look before sulking out of the room as well. As soon as both the combatants were gone, Octavius heaved a relieved sigh. His arms relaxed, and moved to wrap around his form, as if they were comforting him.

But of course that was ridiculous. They were but machines that responded to his thoughts, whether he was conscious of them or not. They touched his shoulder when a job went well, but that was only because he felt as if he needed the approval of another. When he needed to flee, they sensed it and moved faster because his mind screamed at them to. There was nothing there that felt, that thought. All that was, was based on his brilliant mind.

And that was the coldest trick of all.

* * *

He slithered throughout the city like the bug he had become, sticking to walls and listening in to other's conversations. Granted, he wasn't _the _Spider-Man, and a part of him hated to be associated with that disgusting little do-gooder, but that didn't mean that he wasn't going to take the association for granted. After all, how else was he supposed to ask others for directions? By landing in front of them without the mask and costume and telling them who he was, perhaps?

The thought of seeing the terror on another's face as they realized who he truly was was just enough to cause a mad little giggle to escape as he jumped off of the Staten Island ferry and onto dry land. It was just late enough in the day that he could move from shadow to shadow without being seen by the general public, and Kassidy was using that to his full advantage. Even as he moved onward, his mind pulled him backwards, to the past. The terror of others, the spill of fresh crimson as it met the tip of his blade… He could practically _smell _the iron in the air, mixing with his other senses to bring a smile of utter delight onto his face.

He had promised the doctor he would bring Mary back to him. He had said it would take him a day or two to find Octavius. But that didn't mean he could take a little detour, have a little _fun_.

Because, really, what was life if you couldn't enjoy it?

* * *

Arms, warm and real and soft, made their way around his neck. They hung there loosely, as limp as a newborn's tender grip, but the emotions they conveyed was enough to make him turn his head. Memory stared up at him, her sister probably buried deep again, with emotions a child should never display twinkling in her bright eyes. As if knowing what he was thinking, she attempted to draw back her arms, but a claw grabbed each wrist, holding them gentler than human hands could.

_I've corrupted Innocence._ That was all he could think, staring down at her. After all his careful planning, after all the work he had put into keeping the childlike personality just that, free and innocent, he had failed.

But Memory shook her head, and kept her arms around him when his tentacles slithered away. "No one has corrupted me," she said simply, smiling up at him, "I was born corrupted. No one was born innocent; no one is created untainted. Everyone thinks I am what I'm not, and they're wrong." A sly smile formed on her lips, and she let her arms slide so her hands touched his chest. "I am what I am, and no one can change that. I have not seen the horrors my sister has, but I have witnessed much through the memories of others. Do no think you have failed me, Otto."

Octavius truly did not know what to say to that. He stared at Memory for the longest time, eyes searching her face for any sign of her less-than-innocent sister, then finally he frowned, pushing her away. Memory stumbled back, arms releasing him, and a hurt look crossed her face, but that did not faze Octavius.

"You're worse than them," he spat, and motioned to the arms that stood motionless by his side, "I've given you access into my mind, and you take advantage of it. You want to pat my head and give me a little hug because you believe I need it, because you look at me like all the others do." His arms flared once, "Because you've seen what lies in a past better left forgotten."

His words might have scorned an otherwise jaded woman, but Memory was not well skilled in matters of the heart. She did not know when it was best to back down and let another cool off; she did understand that some men were better left to stew and think about what they had just said. All she knew was that Otto was throwing accusations her way that simply weren't true, and she was going to at least attempt to right them.

"You're wrong," she said it first in a whispering tone, then it grew stronger when she repeated it, "You're wrong. I saw your past, yes. I saw an instance in which a little boy was scorned and hurt by those who were supposed to protect them. But that is not why we feel the need to comfort you. We feel as if we've lost an important member in our group, and that is something that we just can't handle."

There were two voices speaking now, both coming out of the same body. He had never noticed the change in tone, or the altering of how certain words were handled by the same tongue, but now, comparing both sisters side by side, he could tell. The scientist in him was intrigued by this new development; apparently both could come out at the same time if there was enough incentive to. But the other, less logical part was more concerned with what she – they? – had just said.

An arm slithered over, moving to grab Memory's chin. She tilted her head upwards obediently, eyes halfway closing. The lower part of her eye stayed visible, and in that he could see Mary watching him with all the venom of a snake. Octavius parted his lips, fully intending to say something, but no words, no sound, ever made it past his throat. Instead, he only stared at the female before him, mind scrambling for some sort of reasoning behind all that had just been said.

Finally, he just released her chin, turning his back to the two sisters, "I have plans that need to be finalized. Judging by the thoughts floating through your combined minds, neither of you has allowed your shared body to sleep since the escape. I suggest you find a room and rest for a few hours. Then, perhaps, we can discuss this little _connection_ further afterwards."

With that, he proceeded to tentacle-walk from the room, leaving both sisters the only remaining occupants of the messy lab. Mary heaved a quiet side, sliding back into her place at the back of Memory's mind. Memory felt her give a little shiver, one that caused her shoulders to tremble.

_We do need rest, sister._

She could feel it now, after all was said and done. Her mind may have been jazzed and energized, but her body certainly wasn't. It was exhausted, near the point of collapsing and, as both knew, that was not a good thing when on the run. So, with a reluctant nod, Memory agreed. She shoved her hands in her pockets and started down a different corridor, glancing into all the open rooms.

_Where do we sleep?_

_He said to find a room. Maybe we just need to find one that is open and available._

Memory was about to ask how would they knew which were open when she peeked inside a room. She quickly murmured a 'never mind' to her sister upon seeing her clothes – the extras from the packet the 'Master Planner' had delivered to her – stacked neatly on a dresser, and the bed covered with a blue quilt and matching pillows.

She had jumped onto the bed and buried herself beneath the covers before there was chance to draw another breath. Once she was safe and warm, Memory sighed contently, and placed her head on the pillow. She was out before she could tell her sister goodnight.

Outside the room, the self-proclaimed protector of the 'Pack' reached inside and locked the door, shutting it quietly. Once he was sure that no one could get in, and yet Memory could get out, just as the Alpha had commanded, Kraven started down the hallway, towards his own room.

Anything to protect the cub.

* * *

HFG: Again, reviews are much appreciated! I tend to get chapters out if I have them. :3 Also, the next chapter will be so much better! I'll have Carnage in more (hopefully...) and we can finally get this ball rolling!


	23. Chapter 23

**Disclaimer: **Second verse, same as the first!

A/N: This is a...dark chapter. Kinda. It's dark when Carnage is in here. And he's in here...about half the time. So, yeah. And I'm sorry if he's a bit OOC. I like my insane criminals DARK. So, he's DARK in this story. :3 I hope that's okay with y'all!

* * *

_It's in your eyes, what's on your mind  
There's no mercy, just anger,  
I find, I find  
I just have to know, while I still have time.  
Do I have to run, or hide away from you?_

_A Dangerous Mind _Within Temptation

* * *

Blood tasted even better than he remembered, Kasady found himself thinking as he brought the knife to his lips, lapping up the biting red liquid. It had the same iron-like flavor, but it seemed as if he time away from it had somehow made it sweeter. Ah, well, you know what they say: absence makes the heart grow fonder.

The thought made him chuckle. Here he was thinking about hearts when he was lapping up the lifeblood of another, which had just been pumped through the organ. It was irony, was it not? Or perhaps coincidence. Either way, the heart of his victim and the blood on his knife were connected, and that was enough to make his buzzed brain send a giggle to his lips.

Like an alcoholic being teased by a fine, red wine, he could not help himself, and Kasady slid the now-clean knife over his victim's flesh again. Pale ivory skin split to reveal beads of pure crimson. He frowned, applied more pressure, and grinned when the beads became rivulets of the sweet liquid. As he drew the knife to his lips for another go, his victim released a soft whimper, and Kasady glanced down at her. His insane grin only widened, and he sent a tendril to wrap around her body, drawing her to him.

"Let's take a good look at who've I caught, shall I?" He cooed, and then dropped her by his feet. A tendril slithered off, grabbing the woman's discarded clothes, and began to search through them. It returned upon finding her wallet. "Well, well, looks like our girl carries around all sort of identification with her, doesn't she?" He cackled, tearing open the wallet.

He grabbed out her driver's license and began to read it, murmuring as he did so, "So, my dear, you are Jessica T. Calloway. You live in – oh! look at this – Massachusetts. I wonder what you're doing here." He gave her a sideways glance, then returned to his reading, "It says here… Oh, well, that's very disappointing. It says here you're not a natural redhead, as I thought you were. That's not a good thing, you know… Not for you, anyways." He tossed the card away, and drew her to him again. A quiet whimper escaped her lips, "You see, I'm searching for a redhead. A little girl by the name of Mary Lynn Ayres. I know you're not her, but you look so much like her…"

The symbiote, as Kasady had learned it was called, pulled back to reveal his real face. The woman now known as Jessica stared in utter horror at the face that had become so well known lately, in no small part thanks to the police and newscasters that screamed of his release. She began to struggle in his grip, although it was fruitless. The ropes that bound her hands and ankles did not give. In fact, all her struggling did was make his sick grin grow.

"Now, now, Miss Jessica. There is no need to be frightened. Death is a wonderful experience, several of my friends have begged for its beautiful gifts, and I have been generous enough to give it to them every time." He stood from where he was sitting on the stained carpet and, pulling her with him, began to walk to the wall, "What do you say I give you the gift? Would that make up for the fact you're not a real woman?"

A disgusted look crossed his face, "Dying your hair, changing things about you… The media encourages this, and yet they do not know the truth." He threw her against the wall, a tendril wrapping around her waist and pinning her there as two more extended to cut her ropes, "Changing the appearance you were destined to have is weakness, and it's disgusting. My little girl has never changed her appearance. I know this, because I've seen her file – and everything on her. Changing your flaws takes away everything already perfect about you…"

Despite Jessica's efforts to turn her face away, Carnage extended his tongue to lick her bloodstained cheek, "But, just for a moment, how about I show you what it is to be a woman?"

* * *

_This is just wonderful. _Just. Wonderful. _I could be down at Liz's party, or maybe even trying to talk Gwen into a date, but instead I'm up here, swinging about, and looking for the Six Most Wanted and their pet. What a day to be a super-hero._

Spidey paused his inter-monologue as he landed on the ledge of an OsCorp building. Despite all that had happened in the past few days, despite all that was probably going to happen, he honestly could not curse his super-powers for long. After all, how many other high school students could say they interned for a famous scientist, worked for a newspaper company, went to school and, oh yeah, saved the world from time to time?

Well, he couldn't actually _say_ that last part, but that was beyond the point.

With a quiet sigh, Spidey reached up and pulled the mask off, revealing his true face for absolutely no one to see. He needed a breath of pure, non-filtered air to try to calm himself. He had been at this for nearly a week, and still no sign of any of the Most Wanted. With the exception of Octavius and Vulture, he had never known this group to stay quiet for so long. It was nearly unfathomable.

Perhaps he could enjoy the quiet, at least for a bit. They had to show their head at sometime, right? And even if they did not, then that would be no skin off his back. If they showed up, then he could easily battle and arrest them. If they kept their heads tucked down for weeks, even months, then he would have an easy ride. Maybe he could finally ask Gwen to go ice skating…

But of course, as soon as peaceful thoughts of non-heroic days entered his mind, so did that familiar twitchy feeling he liked to call his 'Spider-Sense.' Peter fell to his stomach just as a bullet wizzed over his head and cursed. Without hesitation, he shoved his mask back over his head.

When he scrambled over the edge of the roof to look down and see who was shooting at him, a quiet little groan escaped. The police weren't shooting at him; they were firing off Rhino. One of them just seemed to be a really bad shot.

_Maybe if I hide behind Rhino they'll actually hit him for once._ The superhero grumbled as he swung down into the chaos below.

So much for normality.

* * *

It was around eight o'clock when knocking caused her eyes to fly open.

For a moment, Mary couldn't remember where she was, or why she was there, and that caused her survival instincts to go crazy. She rolled out of bed, skillfully managing to do so without getting tangled in her blankets and grabbed the nearest thing she could: an alarm clock. She remained there, crouched by her bed, for a full minute; the only sounds that kept it from being abnormally quiet was her breathing, and the ever-loud tick-tocking of the clock.

Mary only relaxed when she recognized the voice outside her door, and her entire form relaxed. The clock fell from her fingers, forgotten, as she straightened. Without knowing nor caring how she physically appeared, she stalked over to the door and practically ripped it open. To her surprise, it was Electro that stood in her doorway, looking a bit uncertain.

"May I help you?" She snapped, resting a hand on her hip.

"The Doc says we gotta move." He answered her question quickly, almost nervously, and looked away when her eyebrow perked, "Rhino went out and did something stupid, and now the Doc's afraid we'll all get caught. He told me to tell you to grab whatever you can now. He'll be here in a few moments to get you himself."

If it was possible to kill someone with a single thought, know that Rhino would have been dead several times by now. And, just for kicks, Electro would have joined him on that first trip to Death Land. But, since she couldn't squash the source of her annoyance with a single wayward thought, Mary decided to express her irritation in a different way. She gave Electro _The Look_.

"So because that mammoth idiot decided to go and do something stupid, we have to move?" When Electro gave a nod, Mary sighed, "All right. Give me three minutes, and I'll have all I need packed. It's not like I got much anyways."

Before Electro could agree, the redhead slammed the door in his face. She turned on her heel, stalked over to the dresser. Without care, Mary proceeded to grab the clothes the Master Planner had left her and throw them on the bed. She ransacked the rest of the room, as if searching for something else that might be of use to her, but instead found nothing. So she went back over to the bed, intending on wrapping her clothes up in the quilt, when she paused. For the first time, she took in the sight of the outfits, and then glanced down at her own. Perhaps now would be a good time for a change, while Memory was sleeping tightly…

Mary did just that. She changed out of her clothes, this time choosing to go for an outfit that looked less like Memory and more like Mary. She grabbed up a pair of light wash jeans, tugged them on, and fitted a red and black plaid mini-skirt over them. For the top she decided to go with a floofy red shirt that, as well as being black at the bottom, did not cover anymore than what was necessary. With a smirk, the young woman realized she loved the Master Planner's taste.

As soon as that was done, she wrapped up the rest of her clothes, including the ones she just took off, in the quilt. After tucking the bundle under one arm, Mary headed for the main room. She didn't even get halfway out the door before one of Octavius's arms snaked around his waist, lifting her into the air. He was soon beside her, and carrying her down the hall in leaps and bounds.

"We have to leave, now. I am afraid that I do not trust Rhino when it comes to keeping secrets," he explained, eyes shifting to glance at her, "He is not the brightest crayon in the box, if you catch my…" Octavius trailed off then. She caught his eyes wandering, as well as his mind, and let out a soft chuckle.

"Just keep your mind on where we are heading," she placed a finger under his chin, turned his head so he could look down the hall, "And your eyes. Don't forget, your mind is my mind. Any thoughts you don't want me to hear-"

"No one ever said I didn't want you to hear them."

And for some reason, she was okay with that.

* * *

Jessica did not last long, much to his disappointment. The life only stayed in those beautiful eyes for approximately six hours before it began to dim like a bad Christmas light. She stopped making those beautiful noises he craved, and even her blood had begun to loose its flavor. So he had slit her throat and left her body in the apartment, deciding he would rather take a swing than watch a lifeless body die.

His disappointment turned to relief, however, when, out of the corner of his eye, he saw a flash of bright red. Another victim to stalk, he realized, and this one had bright red hair as well. He began to wall-crawl that way, though he froze when he was within fifty yards of his target.

A grin formed on his lips, and Kasady tilted his head to the side.

He had found his Memory.

* * *

HFG: fhsdgdfgsdgf. Yus. Now it's going to get interesting. If you want me to update this story and find out what happens to Memory, please do push that little green button and leave me a review!


	24. Chapter 24

**Dislcaimer:** Second verse, same the twenty-first!

HFG: fgdfhfggfhfg. I know. I KNOW! It's been forever. Let me repeat that, _forever_, since I've updated, but I have updated now, no? I apologize for the wait to all my loyal readers, including my awesome sis Kia who halfway owns Mary/Memory, and hope that this chapter will make up for it. It's a bit of an... Almost an insight into why my girl acts the way she does. Anyways, hope you enjoy it!

* * *

_Past the point of no return _  
_ The final threshold _  
_ The bridge is crossed_  
_ So stand and watch it burn _  
_ We've passed the point of no return.  
Past the Point of No Return _- Phantom of the Opera

* * *

"What a childhood you must have had to become attached to Otto Octavius."

Mary glanced up as the words reached her ears, an odd start to what was sure to be an even odder conversation. She knew Octavius was baiting her, attempting to draw her into a conversation about a past better off forgotten, and that she would be better off ignoring the murmured statement. But still the words intrigued her. She wanted to know what he meant. Besides, she knew better than anyone how to dodge or twist a question.

So she looked at him, though her vision was obscured by the strands of her hair as they fluttered in her eyes, and said, "Though I know what you're doing, I will go ahead and ask: what do you mean by that?"

The smile that twisted his lips did not quite reach his eyes, "You're looking at a monster, Mary."

"Funny," she reached forwards, brushed her index finger over his lips, "I'm not staring in a mirror." She knew it was a rather corny statement, but sometimes even the corniest of things were true. In her eyes, Octavius was no monster, just a scientist no one could quite figure out. He was intelligent, much more so than any of the doctors she had ever met, and sometimes a bit scatterbrained, but he wasn't a monster.

While she was still thinking, he reached up and caught her tiny wrist in his fist. He pulled her fingers from his face, though he did not speak immediately. Instead he chose to land atop a factory roof, and sent Vulture ahead with a flick of his wrist. Once they were free from any chance of being overheard, he turned to her. His blue eyes looked her over, piercing her soul.

"The world considers me a monster."

"I'm not the world."

His eyes softened, and for another, brief moment, Mary saw the true Otto Octavius. He reached over and, with his flesh and blood hand, touched her cheek. "You are to me," he murmured, and allowed the contact to remain for a moment. But then he pulled away, and returned the cold Octopus persona he was so well known for.

"The world sees me through dark glasses," he continued, "They do not see my goals, or the reasons behind them. All they see are my methods, and because of them, they have labeled me a monster, a criminal." He paused for a moment then turned his back to her, walking towards the edge of the roof but not quite making it there, "And despite all I have tried, nothing will shake the public few. They are quite set."

"So you accepted it."

He nodded once, turning back to glance at the sunset. "I have. Even if what they see is not who I am, I have accepted their hasty generalization." An arm moved from where it hovered around his shoulder, slithered towards her. Mary offered out a hand, and let the tentacle's claws clasp around it, "And I think, my dear Mary, that you have done the same. The world sees you as a sick woman who would sooner kill than be sedated. And you've molded into that image."

She shrugged, then rotated her hand so she could brush her thumb over the closest claw, "I am who I am, Octavius. The world may have molded me into the person I am now, but this 'sick woman', is who I am." To her surprise, her careless sentence drew some attention from Octavius. He lifted her into the air and pulled her over to him. The tentacle pressed her against his chest, tying them together, as the others carried them backwards. "Octavius, we don't have time for-"

"We have plenty of time to talk."

His voice softer now, open almost. She could once again see the true Otto Octavius hiding just beneath the cruel Octopus guise. In the back of her mind, she heard whispers of how important this was to him, and let out a soft sigh. Through their link she sent a positive feeling, telling him she was going to go along with this for now, though she still reserved the right to balk at any time.

The arms loosened slightly, though they formed what could almost be called a cage around the pair. Mary wasn't sure if it was to keep her inside, or to keep others out. Judging by the fact they were alone, she was pretty sure it was the first option. It would have pissed her off, if it didn't strike an odd chord in her.

"What do you want to know?" She murmured, looking up at him.

He didn't even have to think about his response. "Everything."

"Well that narrows it down."

A smile formed on his lips, though it was more along the lines of a smirk. "I am a scientist, Mary, I need to know all the facts before I can draw a conclusion. The hypothesis is set. The experiment has been run. Prove my theory, dearest Mary." He spoke in a soft voice, though there was nothing but logic flickering in his blue eyes.

"And what's," she licked her lips, "and what's your theory?"

Octavius did not reply for a long moment. He eyes scanned her over, running from her head to her toes without dragging on in any one area. He truly was in scientist mode, Mary realized, and couldn't stop the bite of pain that tore at her resolve at the thought. Earlier her little shirt had caught his attention. Now it did little more than keep her 'vital' areas from the chilly New York night.

"My theory," he finally answered, extending his arms so they began to block out every bit of sunlight that pierced the tentacle cage, "is that you are not all you appear to be, and that every one of my previous theories about your past have been proven false. My theory is that you have something hidden from everyone, from even Memory, and you refuse to share it." He tilted his head down, so he could see her from over his glasses, "Your childhood brought Memory on, and I would like to know how."

Now her heart was pounding. Octavius was dangerously close to the truth, and he knew it. There were some things that even sisters couldn't share, and it was those types of secrets she kept from Memory. It was those types of secrets she kept to herself, with no thoughts of sharing. After all, if she couldn't tell her dearest friend the truth, then what gave Octavius the thought that she would ever tell him?

_Because I'm in your mind,_ his voice whispered, _because I'm in the very back of your head, always. I'm as close to you mentally as your sister is, even if you won't let me in emotionally. _

_I'll let you in when you let me in._

_Touché._ He chuckled good-naturedly. A light smile formed on his lips, and the tentacles began to draw the pair closer, "I want to know what brought this...attachment on. What caused you to be drawn to a man many scream and run from." Octavius took her chin in his hand, "It all starts in childhood."

"Yes," she agreed, "It all does. And you would know all about that, wouldn't you?"

His face fell; the tentacles froze, "What do you mean?"

Mary licked her lips. She wasn't sure what she was doing, but she knew she had to continue. She had started this whole shebang, time to see where it led her. She just hoped it wasn't to hell in a nice little hand basket. That was her winter vacation spot, after all.

"You know what I mean," her eyes met his, and now it was merely a contest of will, "Your childhood wasn't peaches and cream, and neither was mine. You were abused by the parents who were supposed to take care of you. Your poor mother tried to protect you, but she couldn't always. Your dad-"

"Enough, Mary."

"You wanted to hear my story. I will tell my story, but not before I get yours out in the open."

"_Mary_."

She never did know when to shut her mouth, or perhaps the masochistic part of her was enjoying this pain. She was, after all, a soulless monster. Or so the papers said.

"Your dad hurt you in ways many couldn't imagine. He was supposed to be the person that you could come to when you had a problem, the man who gave you advice when you needed it. But he wasn't. He was abusive. He used words to chip away at your heart and soul. They cut you worse than any knife ever could." She licked her lips, struggling to ignore the twang of pain in her heart when his eyes met hers, "He wasn't what a father should have been, was he?"

"He wasn't."

There was pain, raw and exposed, in Octavius' voice. She closed her voice, trying to escape the betrayal making its way into the scientist's eyes, but still she continued, "Your father told you your smarts would get you no where. You had to be a man to get places in his world. A man used his hands, not his head. He used his hands on you. They never hurt as bad as the words, but they were painful.

"I can empathize."

There was a snarl, the bite of anger in the back of her head, and then the feel of metal around her throat. Mary's eyes shot open; a gasp escaped. Before her, standing in all his furious glory, was the dangerous Doctor Octopus. Her Otto was gone, hidden behind the anger and pain she saw reflecting in his icy eyes. It was the monster that held her by the throat, dangling her in midair.

"You know _nothing_ about what I went through," he hissed. The three unoccupied tentacles began to slither about her person, as violent as any overheated snake. "You have prodded into business that is not your own, business you no nothing about-"

"You're wrong."

He snarled. His arm shot forward, effectively pinning Mary to the floor of the roof, and Octavius walked over. His eyes burned into her very soul, "You don't know what you're talking about. You don't know what I've been through." His claws tightened around her throat, the black edges only just not cutting her flesh. "No one does."

She could have let it die right then. She should have. She knew better than to argue with someone who had more strength than she did, especially when that person had her by the throat. But, then again, she was also a psychotic woman who had another personality. Her inhibitions had long since been tossed away. So she spoke up.

"You wanted to know what brought Memory on," her voice was slightly raspy, thanks to his claws digging into her flesh, but Mary swallowed and continued, "It was the same thing that caused you to hide your secret dreams. You were a child when your father tore away all everything you were. I was barely nine when my own decided my gifts would be useful to him. He used me, Octavius."

His eyes flashed, but, thankfully, he did not open his mouth. Taking this as a positive sign, Mary continued.

"My father was a gambler, a bettin' man who loved nothing more than rolling the dice and playing the cards. For every bit he loved it, he sucked twice as bad. He ended up digging himself a grave of debt, quite literally I might add. People wanted their money, and they wanted it the day before. When my powers developed, it was like a blessing. I could make them forget his debt, or believe it was all paid off or settled in some form. Even then I knew it was lying, a form of cheating, and I wanted to refuse. I was seven the first time my father hit me."

She had seen the stories inside Octavius' mind. She knew what those words would do to him; that was why she had said them. He would think her father had beaten her, way past what was considered appropriate, even if it was a lie. Her father hadn't been an abusive man, just a gambler. He had slapped her once or twice when she was being stubborn, but never more than what was absolutely necessary.

Mary hated lying to him, but she loved breathing just a little more.

"We played this game of cat and mouse until I was eleven, when my father fell into debt with a mutant whose powers canceled mine out." The words she spoke now were the truth, and they hurt worse than any slap ever could, "I could not delete the memories; I could not alter them. My father, more worried about his own life than mine, traded me over. 'Mutants survive better in groups,' he said, 'You want your dear old dad to live, right? Don't worry, everything will be alright...'"

She licked her lips, "I killed that man. I killed both of them. First my father, when I was fourteen. I managed to escape Jackson's employment, find my father... And I shot him." the claws around her neck tensed, and Mary could feel her hands shaking, "Jackson I strangled. By then Memory was around. She... She didn't know a lot. She was still young, and I couldn't let her see. She was... she was terrified of me in the months following. I had murdered her friend. But I had to. God, I had to..."

She fell silent then. Her eyes closed momentarily, and it took all she had to keep from trembling. The world knew her as a sociopath woman who took lives without care or mercy. They knew all she had done, but none of the reasons. Perhaps...

"Perhaps we are more alike than either of us care to admit," Octavius near-whispered, finishing the thought she dared not think. The claw around her neck snapped open, slithered back to Octavius' side. "Perhaps somethings are best kept to ourselves. Do you not agree, Mary?"

His voice was cold again, giving away no emotion or thought. For some reason, it brought her comfort, and Mary was able to reopen her eyes and, with a little effort, sit up. Her eyes rested on his face, then met his blue gaze. There was nothing there to show what was going on behind his mind, no sort of hint to what he was secretly thinking. It took all she had to keep from relaxing her mental shield.

"Are you saying this conversation never happened?"

Here was the true test. If he wanted this all to disappear, she would let it. She knew his past; he knew hers. It would be all too simple for the pair of them to turn their backs on all that had happened here and promise to never speak of it again. All she needed was his order to do so, and all would be forgotten.

But, just as she would forget all that had happened, she would forget it all. If he gave her an affirmative answer, than she would erase him from her memory, and leave. She would leave the life she had built, leave the connections she had made... She would leave him.

"No," he murmured, and extended a claw so it touched her chin, tilting her head upwards slightly, "This conversation happened, but only between the two of us. No one is to ever hear what happened on this roof, save for the two that were present."

The words warmed her, and Mary found herself smiling as she forced herself to stand. She parted her lips, more than ready to speak, when a high-pitched cackling pierced the twilight air. The voice that followed caused her heart to sink.

"_Don't you mean three, Fatso!"_

* * *

HFG: OH NOES! The moment has been ruined, and now... Well, heck, now Chaos has arrived. :3 Let's see how our guys handle this, shall we? Press the green button and review if you want more. I promise I will update faster this time!


	25. Chapter 25

**Disclaimer:** ....You should know it by heart by now.

HFG: I hath updated... AGAIN! Fear my wrath! FEAR IT.

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_In this world you tried_  
_Not leaving me alone behind_  
_There's no other way_  
_I'll pray to the gods let him stay_  
_The memories ease the pain inside,_  
_Now I know why_  
_Memories_ - Within Temptation

* * *

"_Don't you mean three, Fatso!"_

The words, so high pitched Octavius swore they were screeched, caused a deep sense of dread to blossom in his heart. Without giving his companion any warning, the scientist swung an arm outward and wrapped the tentacle around Mary's waist. The woman gave no objection. If anything, she dug her nails into the flexible metal as encouragement.

He knew that voice. Octavius knew that voice, and it wasn't from memories of sweet days gone by. The voice belonged to the one man Octavius had tried desperately to keep away from Mary, and especially from Memory. Cletus Kasady had somehow escaped the asylum, and had now found the pair of them. Things had officially gone from bad to worse.

To his great surprise, Kasady did not step out of the shadows, as Octavius expected him to. In fact, he did not seem to be anywhere in the vicinity, though Octavius could have sworn he heard his cackling voice. Judging by the look in Mary's eyes, she heard him as well.

"Where is he?" She murmured, placing both hands on the tendril around her waist, "I know he's here. I can sense the memories echoing in the back of his head. Memories of death and destruction… and blood. There is always blood. I can't find him, Octavius."

Octavius did not speak. Instead he chose to look around, to search for the voice that belonged to one of the most twisted minds he had ever come across. And that, my dear friends, was saying a lot considering who all he had ever done business with. Still, no one moved. Not a shadow twitched; not even the wind dared to breathe. Even the earth knew someone was out there; it was just a matter of time until he dared to show his breath.

"Such a touching scene," Kasady's voice cooed, "Beauty, and her beloved monster. They have finally be reunited in what was sure to be the happily ever after guaranteed to all little princesses."

In the back of his mind, he heard Mary whisper. Octavius whirled; tentacles extended, ready to defend if it was necessary. But then he froze. The person before them, the person perched on the edge of the roof, wasn't Kasady. He couldn't have been. Kasady was a fierce redheaded _man_. This…disgusting, red-covered creature was an utter monster.

But the grin that spread upon its face, and the voice that followed, begged to differ. Even if their appearance was different, the gleam in those white eyes told a different story. Cletus Kasady was dead, they said. The man, the monster, crouched before them was stronger, better, than Kasady ever could have been. But he was just as deadly, and just as psychotic.

"What are you?" Mary whispered, and Octavius swore he detected a hint of Memory's innocence in that question.

Kasady's face split into a twisted smile, and a mad little giggle escaped, "You don't recognize me, little Mary? Oh, how very disappointing…" He shook his head in what was more than just a mocking gesture, and then stood. He approached the two with almost a bounce in his step, "It's me, my dear. Kasady. Though I, we, prefer to go by the name Carnage now. Much more appropriate, don't you think so?"

Something wasn't right. Something was most definitely wrong. He could see that now, or perhaps he had always known it. Whenever Kasady was around, nothing was ever truly right. The man was far too unpredictable for Octavius' taste, what with his sociopathic ways and lack of respect for any sort of authority. Octavius may not have been what the world considered "law abiding," but he did respect the order of things. Kasady respected nothing but Chaos and Blood. That was enough to put the scientist on edge.

That, and the way Kasady eyed his Mary.

"What do you want, Kasady?" Octavius hissed, a way of speaking he rarely took with anyone, especially his enemies. Usually he was calm when he spoke; his emotions were always controlled. Now the anxiety he was feeling was almost palpable, so he pushed it back. He had to appear in control, after all.

"What do I want?" Kasady – Carnage – repeated. He looked almost amused by the question, and tilted his head to the side, thinking. There was a long moment of silence in which no one spoke; only one dared to draw a breath. That same man chuckled, "I want many things. But, at the moment, all I want is my little Memory."

Mary tensed. His arm tightened around her waist ever so slightly, a sign of possessiveness that did not escape any of those gathered. Even Carnage saw and it caused his grin to widen. From the dripping red mass that covered his body, four tendrils extended. All were wider, and much sharper on the end, that Octavius', and the scientist knew. This confrontation would end in violence.

Not that he truly expected less of Cletus Kasady.

"Leave," Octavius hissed, and drew his own tentacles in the air – save for the one that was clutching onto Mary, "now, Kasady. Before blood is drawn."

But the madman only cackled, throwing his head back as high pitched giggles echoed off the glittering New York skyline. His shoulders shook with the force behind them, and Octavius realized, dryly, how ridiculous his suggestion had been. Kasady was a serial killer, a murderer drawn to blood like a moth to the flame. He believed in corruption, and a block that kept all from being like him. Octavius could only imagine what Kasady would do if he got his blood stained hands on Memory.

_You're sounding like the hero_, Mary remarked inside his head, and Octavius winced. He was starting to sound a bit like that horrid arachnid, something that the scientist would remedy as soon as this situation was over. But first, he had to deal with Kasady.

"Draw your weapons, fatso," Kasady's eyes twinkled with madness, "we're gunna have a draw."

"Unfortunately for you, Kasady," his tentacles flared up, taking their proper places, "my weapons are already drawn. And I have much more practice with them than you do." His forth tentacle released Mary, then joined its brothers.

_Just for a second. Then we will rejoin the others._

_Otto,_ this time, it was Memory who reached across the bond, _Otto, I'm scared. Don't let him… I sense blood, and madness… Please, don't let him…_

"I won't."

Mary knew that was meant for both of them, and so she nodded. Memory shifted nervously inside her head, but otherwise did not respond. The pair knew what trouble they would get into if they dared to interrupt this battle with their careless thoughts. Octavius was a scientist, plain and simple. He needed to calculate and to understand. She would not take that from him.

Kasady swung out a tendril.

Octavius saw it coming a mile away and dodged, leaping up into the air.

With a giddy giggle, Kasady let another tendril slither forwards.

Octavius cursed when he realized what was happening. He shot an arm forward, and then another. With rapid speed they approached the floor of the roof, trying to pin or even slice the tendril as it darted. It was critical they do so now, before…

_No!_

Kasady's tendril wrapped around Mary's waist and snapped backwards, pulling her towards the red-clad madman. Fear, pure and unadulterated, struck Octavius' heart at the sight. Oh, God. He hadn't calculated this. How could he have calculated this?

"You should have known better, fatso." Kasady giggled, opening his arms so Mary could rest against his chest. Though she struggled, more and more tendrils extended, wrapping around her form, keeping her still. He placed a hand against her cheek, "That is why you don't fight, isn't it? You're supposed to be the _brains_ of your little operation. And yet… You were outsmarted by me!" He fell into another fit of mad giggles.

"You… You…" For the first time in his life, Octavius found himself unable to comprehend the situation. Even as a tendril wrapped around Mary's neck, he couldn't grasp the fact he had been beaten, although underhandedly, by Kasady of all people. "Release her."

The tendril around Mary's neck tightened; Octavius felt pain blossom in the very back of his head.

"Release her? I think not." He ran a finger over the young woman's mouth, leaving behind a dripping trail of gook that covered her lips, keeping them shut, "I was hired to bring her back, and I will do so."

Fear accompanied the pain, and Octavius felt his hands ball into fists, "You will release her, Kasady!"

A snarl rumbled deep in Kasady's chest, and a pair of tendrils shot out. Though one was stopped by Octavius' second tentacle, the other managed to wrap around his throat, lifting him high into the air. The anger rolling off "Carnage" was almost visible.

"I think," he murmured, the tendril lifting Octavius higher, "it's time you learned your proper place, Octavius. And that is at my feet, with the rest of the world!"

With that, the roof rushed up to meet Octavius. There was a flash of white

and everything went black.

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HFG: Oh noes! Otto has been knocked unconscious! Kasady has Mary and Memory! what will happen next? Press the No-Longer-Green-Review-Button to find out!


	26. Chapter 26

**Disclaimer: **(rubs forehead) Same as before.

HFG: LOOK. LOOK. AN UPDATE. OMG. 8D This one is for my amazing sister, weapon13WhiteFang, who is writing an f'awesome _A Nightmare on Elms Street_ fanfiction I recommend. So go read it. AFTER MINE, OF COURSE.

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_Lost in the darkness, try to find your way home  
I want to embrace you and never let you go  
Almost hope you're in heaven so no one can hurt your soul  
Living in agony 'cause I just do not know  
Where you are_

_Somewhere - _Within Temptation_  
_

* * *

Kasady cackled madly as the sound of skull hitting concrete cracked the nighttime silence. His eyes glinted with a malicious sort of victory as he lifted Octavius into the air, saw the blood that dribbled from a cut on his forehead. He tossed Octavius upwards, twirling him, then caught him. This time, he slammed the back of the scientist's head into the concrete, grin widening as the blood began to spill.

"See that, my lovely Memory?" With his hand, Kasady reached over and caught Memory's chin in his hand. Despite Mary's eyes glaring back, Kasady was clearly only addressing the younger sister, the one that cringed and hid from violence. He forced both sisters to look at their fallen hero, "See how the blood spills from his torn flesh? He is unconscious, and free for me to kill him… If you wish it."

Her lovely green eyes widened, and Memory began to shake her head back and forth. Behind the gag of red slime, words twisted and screamed. She didn't want him to kill Octavius, or at least that was the impression he was getting. Such a shame, too. He had so wanted to end the fatso's life. But, he had made her a promise, and so he would fulfill it. He pulled his tendrils from the scientist, and turned his full attention onto Memory.

"I have a surprise for you."

She whimpered.

* * *

Pain, raw and violent, jarred Octavius from the edges of unconscious in a rather unceremonious fashion. Instead of slowly waking up from the gentle darkness on his own accord, it was the quick, violent snap of a hand across his face that brought him into the figurative light. His fingers twitched, then the claws on one of his arms. Well, at least his connection to them had not been severed…

"_Hey, Ock, get up, man… You're startin' to scare me."_

The voice – _that voice _ – leaked from the outside world into his head, and Octavius' eyes snapped open. His head screamed in pain at the sudden rush of light; he was forced to shut them again. There was a 'tsk' sound from somewhere on his right, and then a light click. The same hand that slapped his face returned, giving him another few taps. This time, a tentacle shot out to grab the wrist of the assailant.

"Touch me again, and I will be forced to crush your bones into nothing but dust, arachnid."

"Whoa, okay, sorry, Doc... Jeez, you try to help a guy..." Even as Spider-Man halfway joked, he gave his arm a tug. Instead of following through with his threat, Octavius merely released the hero's wrist. His eyes began to flutter open now that they were no long under threat of attack by a flashlight, "Man, what happened to you?"

Octavius chose not to reply to the more-than-obvious comment that came his way. Instead, he opened his eyes completely and began to blink his eyes in an attempt to clear whatever was blurring his vision. After a moment, he was able to see somewhat clearly, as pain was still making his head spin, and the doctor pushed himself to his feet. The look of disgust that crossed his face as he laid eyes upon Spider-Man was not well hidden, though it was not meant to be.

"What do you want, arachnid?" He hissed, the ends of his tentacles lifting in what he hoped was a threatening matter. One claw even snapped, though Spider-Man seemed to give it little more than a passing glance.

"What I want," the hero repeated, sounding almost incredulous that Octavius would ask such a thing, "is to know why I found my arch-nemesis – if you don't mind my calling you my arch-nemesis, I think it's such a fitting title – bleeding from the head, alone, on a random rooftop." Spidey shifted, so he was crouching nearer to Octavius than before.

Octavius gritted his teeth, trying to think through the fuzziness. He knew that, should he attack now, he could catch the hero off guard, perhaps injure him. He also knew that, if he failed at injuring Spider-Man, the hero would just come back and put him in an even worse predicament than before. Octavius could not risk becoming anymore wounded than he already was. He needed to save up his strength, to... to... What was it he had to do again?

"Hello!" Spidey snapped his fingers in front of the doctor's face, "Hey, Doc! I know you're not slow, man. What's going on underneath that God-awful haircut of yours? Something diabolical I-"

An arm shot out, wrapping around the hero's throat. Beneath the mask, Spider-Man's eyes went wide, though Octavius truly did not care. He had finally shut the babbling hero up, which meant his head could stop throbbing. And that meant that he could think, and remember... He had to save up his energy, his strength, to do something. To...save? someone.

It clicked.

"_Memory!"_

"Memory did this to you?"

The question jarred Octavius back to the present, and almost made him grin. Almost. As if the tiny woman could ever be big or strong enough to harm Doctor Octopus in that manner. Though... Harming Otto Octavius was a totally different manner, and it _did_ seem as if she was strong enough to take control over him. But that was a conundrum for another day. Now that Octavius knew why he needed Spider-Man, he could start to manipulate the hero.

"No, you imbecilic arthropod," Octavius hissed.

"Then who managed to beat your head into the concrete so many times I don't think the brain splatter will _ever_ completely come off?"

Snarling, Octavius lifted the hero into the air, "Cletus Kasady, spider. Have you ever heard of him? He has gained a suit much like the ebony one you yourself used to wear, only his is crimson red." He saw the way Spider-Man twisted uncomfortably in his grip, frowned, "So my observations were correct. The suit has given him powers much like your own... And that was what he used to..."

Oh, God.

"Cletus Kasady, serial rapist and murderer, has a suit like mine?" The hero licked his lips nervously, "He has a symbiote, which means he has all my powers and abilities... Well, it's no wonder he was able to beat your butt into the concrete!"

The laughter, the humor Octavius heard in the hero's voice was enough to send him over the edge. Despite the blood that coated his black hair, despite the pain that caused every limb in his body to scream in pain, the doctor managed to find enough strength to slam Spider-Man's back into the roof, roaring in the process. Even as Spidey struggled, Octavius refused to release him. Not until he understood what all had transpired here.

"This is no time for jokes, arachnid!" He snarled, and tightened his grip around the hero's throat, "That... that lunatic attacked Mary and myself and managed to defeat me. _Me!_ Not only that, but he snatched Mary away. _My _Memory, _my_ Mary are at the hands of that... that monster, and all you can do is stand here and _play_!"

Spider-Man was silent for a long moment. All was silent, save for the sound of Octavius' labored breaths. A second passed that the doctor wondered if, in his anger, he had somehow crushed the hero's neck, but then that thought was wiped away when Spider-Man lifted his head. He placed one hand on the tentacle around his neck.

"_Your_ Memory, Doc?"

It was then Octavius realized what all he had said, and who exactly he had said it to. His arm released the hero, allowing him to drop to the ground, and slithered back to his side. Thoughts, raging and unrestricted, danced through his mind. For the first time in a long time, Octavius realized he was truly afraid. Not just because Kasady had the woman he had – God forbid – come to care about, but because his greatest enemy now knew it. Spider-Man now knew all there was to know...

Octavius took a step towards him, "Don't start, hero." He whispered, voice halfway between a hiss and a plea, "Don't you use her, either. The fight between us is a fight that shall remain between the two of us. If you drag her into this, if you use her-"

"Whoa, whoa, _whoa_, Doc. 'Use her'?" He questioned, an eyebrow touching his forehead, "Let's get one thing straight here: I'm the good guy; you're the villain. I don't use people. That's your job. And I think you've used her enough for the both of us."

The doctor snarled, but Spider-Man wasn't about to hear it. He leapt onto a nearby wall, though his eyes never left the supervillain. He extended a hand, shot a long length of web, "Look, Doc, I'm as merciful as the next costumed vigilante, so I think I'm going to pretend that I didn't see you tonight. I don't feel like fighting, not when my wounds from the last time are still bleeding, but I will look out for Memory. And when I find her, I'll take her back to where she really belongs, to where she can finish getting the help she needs."

_She belongs with me_, Octavius wanted to say, but instead chose to remain silent as Spider-Man made his way across the New York skyline. He closed his eyes, placed a hand on his forehead. His other reached into his pocket and enclosed around the communicator he kept whenever he decided to work in a team. Without opening his eyes, he brought the tiny grey device to his lips and pressed the button.

"Phineas? Take charge for the next couple of days... I have business to attend to."

* * *

HFG: Now review. Please review!


	27. Chapter 27

**Disclaimer:** Second verse, same as the first!

A/N: Yes, I know it's a rather short chapter BUT IT IS A CHAPTER. And this is kinda...leading up to the twists and turns I've set up for you. Yeah, so... Let's go rock this.

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_I've made my peace_  
_(No chance for peace)_  
_I hold no grudge_  
_(I'll end this grudge)_  
_I'm gunna sing_  
_(I'll stain the streets; they'll run with blood)_  
**_AT THE OPERA TONIGHT_**  
_At the Opera Tonight _- REPO! The Genetic Opera

* * *

He cradled his precious cargo close to his chest as he traveled high above the city. Little Memory had quite her struggling a while ago, and was now just resting in his arms; her eyes were closed, though he knew she wasn't asleep. Her body was too tense, her breathing too quick, for her to have fallen into the blissful Land of the Unaware. If he had been the bettin' sort of man, Kasady would have wagered the Symbiote attached to his mind and body that Memory and her sister were talking, more than likely devising some sort of plan to escape.

Unfortunately for the both of them, there was no escape from Cletus Kasady. And, like the rest of his victims, she would soon learn that.

_I still don't understand why you have such a _fascination_ with the younger sister, Cletus,_ the Symbiote hissed inside his mind as it guided them through the city, back to the " temporary home" they had set up just a few days ago. _The older sister is the one most like us; she is the one that would much better suit our purpose. Not her _pure and innocent _little sister._

Kasady couldn't help but chuckle; Carnage honestly had no idea why, when making the deal with the devil, he had chosen to take the younger sister over her obviously more bloodthirsty sister. For a few hours after striking the deal, _he _hadn't even been able to decipher his own actions... Until realization struck him. And this was one epiphany he just _had _to share with his Symbiote.

_Because, dearest Carnage, _he said, giving a little, mental giggle, _Memory is so..._innocent._ Mary already knows the ropes. She _knows_ how to kill; she knows what it feels like to take a life. She has already seen the light leave her victim's eyes, watched as the very last breath escapes their lips... But Memory has never even _dreamed _of doing such a thing. And that is why I want her... _BecauseI can mold her_ into whatever I so desire._

From beneath the mask of Symbiote, Kasady licked his lips, so many different ideas forming in his twisted mind. _I can see her spirit break. I can break it myself. And then, when she has nothing left, I... _we_ will build her back up. We will make her into more than her sister could ever dream of being. Innocence is a beautiful thing to corrupt, you see..._

Carnage gave a dark chuckle, the sound echoing inside Kasady's mind. His tendrils tightened around Memory's body, ignoring the way his captive tensed in his grip. If anything, his chuckling only grew louder. _She will be your project, then. Ironic, considering both the female doctor,_ he gave a playful but lustful growl, _and the octopus desired to use her for their own purposes. The only difference is–_

_This only difference is that I will be bettering her, instead of merely using her. _

* * *

While Kasady and his Symbiote discussed the sisters, Memory and Mary were having their own talk. Well, in actuality, Mary was doing all the talking. After all, trying to calm a frightened little siblings while also thinking of a way to escape took up a lot of the conversation – especially when the only contribution her dear sister put in was the occasional whimper of _Otto..._ or _Sister..._

It was enough to make her _scream_, if she had enough energy or time to do so.

_We can't just sit here; we have to do something. You know that, Memory. _You know that. _Otto isn't here to help us, and neither is Kraven. _

_They were here before. They've always been here, Sister... Why aren't they here now?_

Mary gave a little mental sigh, wishing she had control of her body – and said body was free from the Symbiote's webbing – so she could rub her hand over her face. Although she knew that Memory couldn't help it, seeing as how she was truly nothing more than a broken child, it was still aggravating that the only person she could talk to was a trembling she needed was a strong, capable mind to get her through this.

What she needed was _Otto._

Memory whimpered softly yet again, and the older sister quickly began talking, trying to get Memory's mind off of the men that couldn't help them at that moment in the only way she knew how – by talking directly about them.

_They haven't always been there, Mem. You and I both know that. We've survived for years on our own without them, and we can continue to survive without them. But I need your help, _Mary sent out a warm wave of emotions towards her sister, trying to bring back some positive feelings to the mind they shared, _You have control of the body right now; you are the only one that can get us out of this. All we have to do is break free from this monster, and we'll be okay. Otto will find us. You know he will. We just have to let him. _

For a moment, Memory was silent. She didn't speak, didn't whisper. Mary swore that she couldn't even hear the body breathe. But then the younger voice that belonged to her beloved sister made an affirmative noise. Her presence stirred. _What do I have to do, Sister?_

If she had the body, Mary would have licked her lips. She already had a small plan formulating in her head, but nothing beyond the basic gist of "Wipe memories, get free, then run." And that, she knew, wasn't a very good plan at all. In fact, it _sucked_. But it was still a half-decent baseline, and one she intended to run with. She just... had to think of the meat to add onto her skeleton.

_Nothing yet, little sis. But I need you to be ready to send our powers out in full-force. Do you think you can do that for me?_ Memory gave a nod, though one that was purely mental; they couldn't have Kasady or Carnage knowing what they were planning. Or that they were planning anything at all. _Good. Good, because we're going to need as much firepower as possible. Because firepower is the only kind of power that we have. _

* * *

"_Are you sure you know what you're doing, Octavius?"_

"I know perfectly well what I am doing, Adrian; I am not rushing into this blind."

Despite his words, despite the utter coldness in which he spoke, so frigid that was surprising the temperature did not drop a few degrees, the silence on the other end of the communicator let Octavius know that his second-in-command did not truly believe those words. And, in actuality, Octavius himself did not believe them. He had never been one to take emotions over logic, passion over planning. He normally preferred to sit back, watch, and let the plans formulate.

But now he couldn't _wait._

Mary and Memory were both in danger. That sociopath _monster_ had them, and there were no doubts that the only way for them to ever be free was for him to actually _go in there and get them. _There was no time to plan, no time to logically think out this situation. Every second he delayed was another second that Kasady had the girls in his grip. Each and every second counted, especially when the enemy had all the powers of that cursed arachnid.

"_I can dispatch Electro or Kraven to your location if you require aid."_

At this comment, Octavius gave a little snort. He knew that Adrian meant well – or rather, he was _acting _as if he did – though he had a feeling that his fellow scientist was mostly just trying to get the two out of his hair somehow, and apparently Octavius' services had been volunteered. It was such a shame he had no intention of using either of the two in his little "quest."

"No, thank you," the six-armed scientist chuckled, flexing out one of his arms, "I am quite sure that I can handle this myself." He did not want to add an "but if I don't..." simply because it would be admitting weakness, and weakness was something that Doctor Octopus simply could not be associated with. "I will reconnect with the rest of the Six once the final member, Rhino's replacement, has been retrieved, and the situation dealt with."

With that, Octavius' upper-right tentacle shattered the communicator in its grip.

* * *

HFG: Please leave me a review! You'll make my day!


	28. Chapter 28

**Disclaimer: **Blah-blahblah-blahbah

A/N: Alright guys, this is it! We're down to the wire! Memories will only have about...hmm... Three more chapters left, I'm thinking. Maybe four, if I want to write an Epilogue. Good news is, I do plan for there to be a sequel. Bad news? I don't have a name for sad sequel. So...yeah! Anyways, read this chapter, and tell me what you think, please. :3

* * *

_I see the angels,_  
_I'll lead them to your door._  
_There's no escape now,_  
_No mercy no more._  
_No remorse cause I still remember_  
_The smile when you tore me apart._  
"Angels" - Within Temptation

* * *

They had arrived at his temporary home at about twenty until nine. The sun had long since settled beyond the horizon, but the nighttime sky was far from dark. All around the forgotten hotel business flashed their lights and played their screaming billboards. On the streets below, cars screeched as their passengers cursed the leader in their little game of Cat-And-Mouse. Outside, all was chaos.

But inside, all was calm and quiet.

Or, well, it was now, anyways. But it hadn't been at first. Upon their arriving at the hotel, Memory had relinquished all control to her sister – an act which, to put it mildly, had made the Symbiote _furious._ He didn't like it when the personalities switched on him, especially seeing as how one of the personalities was completely unpredictable. For, though he was Carnage and Carnage loved Chaos, he still liked to know what to expect, because only he was allowed to be sporadic in his thoughts.

So when she had lashed out at him with her powers, the Symbiote had been quick to act. He had been quick – and merciless. Kasady had watched, bemused, for just a moment as his other half reminded the young woman under whose control she was in. But that soon got boring, and he reminded the Symbiote that the both of them needed her, at least for a little while longer. After that, Carnage could play with her for as long as he wanted.

"It wasn't a smart move, you know," Kasady sighed, shaking his head as he moved to sit on the side of the old bed. The springs creaked as his weight was added to that of the bound girl sitting just a few inches away from him, "Carnage wanted to hurt you, to get you back for that little mistake. But I didn't let him. I couldn't let him hurt my Memory..." he began to pet her hair, "Not when I have so many plans for you."

Every time his fingers ran through her hair, every time his flesh came in contact with hers, a shiver ran down her spine. As disgusting as his touch was, and as nauseated as it made her to think of his "plans," Mary knew better than to lash out again; she knew better than to even _speak_, if she could have done so through the gag. The last time had left her with a shallow cut across her temple, and a tendril-shaped bruise around her throat. So she settled for glaring at the monster instead.

Kasady did not seem to notice the utter hatred that burned in her eyes. Instead, he seemed quite delighted in the fact that she had not died when his Symbiote had been released upon her frail form, or even lost consciousness when his tendrils had started to squeeze her very life-breath from her. She was stronger than he had ever calculated.

"We're the same, you and I. Or at least very similar," Kasady continued, turning his gaze up to the ceiling to muse on the words he seemed to just be spitting out at random, "You and I share a body with a being much stronger than ourselves, dear Memory. But you and I... We're not weak. We are merely opportunists, trying to survive in this chaotic world. You have strength, and I think," he paused to give a mad little giggle, his eyes flashing, "I think we're going to draw that strength out."

In the back of Mary's mind, Memory gave a little whimper. Her sister quickly sent a wave of warm, comforting emotions back, along with a promise. It was the same promise she had uttered when Memory had first appeared. It was the same promise she had repeated when she and here sister were given to Jackson. It was a promise of protection.

_Don't be afraid, _Mary murmured, _Don't be. I'm here, sis._

_I'm not afraid. Not for myself._

_Don't worry about Otto, either. You know he can take care of himself. He's a smart guy; a tough guy. He doesn't need us–'_

_I'm not afraid for him, either._ Memory's voice was soft, quiet, as if even she couldn't believe the words she was speaking. But still, they continued to come, _He knows better than to try to get himself hurt, especially for something as...as minor as us. I'm afraid for you, sister. Kasady... Kasady ignores you. He refers to us as simply 'Memory'._

Yes, Mary had noticed that a while ago, but she had just refused to acknowledge it. At least in front of Memory. She hadn't wanted to worry her sister any more than she was already, but apparently Memory was more observant than even she had given her credit for. _Smart kid._

_I don't want to lose you, sis. I love you too much to lose you..._

A smile crept onto Mary's face, though it went unseen by Kasady thanks to the gag still in place. _Don't worry, sis. I'm not going anywhere. You and I, we're stuck together until this world decides that both of us can finally rest. Until then... Well... Ta-da._

"–I have to wait until the city sleeps before I can, though," Kasady's voice continued, completely unware of the secret conversation that was going on between his captives. "Because I can't imagine it's going to be pleasant for you, you see. And I know it's going to be just murder for your sister. But that's all right. That's all right...

"There's nothing wrong with a bit of pain."

* * *

"_There's nothing wrong with a bit of pain, Mary. It teaches the boy he can't be weak. I will not let my son be a failure!"_

Tolbert's voice came drifting back into Octavius' mind, the condescendingly sneering voice hissing its venomous words in its ear. All his life, Octavius had fought that voice. All his life, he had struggled his hardest to defy his father, to prove he wasn't a failure. He had gone to college and earned degree upon degree in various scientific fields. He had snatched a doctorate or two at a young age. He had eared fame and notification _beyond that which his father had ever dreamed. _

And then the Spider had snatched it all away.

But that had not been a failure, not on his part. It had simply been a...miscalculation. He had not calculated that the hero would try to kill him, no; his thoughts had simply been to avoid getting captured. But that mistake had led to an even greater opportunity. When the door to world-wide fame shut that day, another opened. Like Isaac Newton and his apple, falling asleep had given Octavius his greatest creation: his beautiful arms.

They carried him across the city now, allowing him to travel far above the common minds. The ordinary and everyday were all confined to their cars or motorcycles, but not him. He had his greatest success, the fruits of decades of labor, permanently attached to him. They were everything to him: his weapons, his aids, his transportation... They were perfect.

And yet they had failed him.

And because of their failure, he had failed _her._

The thought caused his teeth to grind together.

Years. He had gone_ years_ without failing, avoiding the very thought like the common man avoids a mutant. He had done well, too, until _she_ had appeared. His Desdemona, His Delilah, his... his Mary. She and her sister had worn at his defenses until he had let it all slip. And because of that, he had fallen.

Octavius landed, hard, on the roof of an apartment building. His arms lashed around his person, like snakes waiting for the perfect opportunity – and victim – to strike. It was almost as if they were as annoyed with the thought as much as he was, though he quickly tossed that thought away. But that only made way for another, darker thought to enter his mind, whispered by his darker side. His entire body tensed.

_We are not abandoning her._

The Octopus gave a dark laugh, as if amused. _Do not fear, Octavius. It was merely a stray thought, a passing suggestion that simply...slipped. I would never even dream of abandoning our dear Memory. Or her sister, Bloody Mary. _

Octavius felt his spine tense at the nickname Octavius had broached. Bloody Mary, the murderer even children whispered about. The young girl who had claimed so many lives, her hair had turned red, stained with her victim's blood. And even though the name had been appropriate – and probably still was – what was left of the man behind the monster gave a shudder.

One arm slithered over, opening its claws so the bright, white "eye" could observe his face. Octavius saw himself in the video feed that linked directly into his brain, closed his eyes at what he saw. The man in his vision wasn't the man he had been a year ago, or even two months ago. The cold, calculating scientist who had been feared and respected seemed to have disappeared, at least for a moment. Now he seemed more like a man on the edge, a man desperate to find what was stolen from him. What he wanted..._needed_ to have beside him.

"We are not abandoning her." He repeated.

"You're right. We're not."

* * *

A/N: LE GASP! A new voice. Who is it? It can't be Kasady! Or could it? Make up your mind, and review! 8D


	29. Chapter 29

**God it has been too long! i'm sorry, you guys. But at least it's been updated. Here's your 29th chapter of Memories.**

* * *

_I can't control  
(Control your temper!)  
...my destiny...  
(She doesn't see.)  
I trust my soul.  
(Who says that there's a soul?)  
My only goal is just to be...  
(Just let me be!)  
_"Another Day" - RENT

* * *

"I do wish you would stop struggling. You're only going to hurt yourself, you know… The tendrils are not going to give under simple kicks and wriggles. Although… if you wish to continue, who am I to stop you?"

Kasady moved around the girl he had practically glued to the ceiling, his eyes roaming over her form as she continued to wriggle and writhe beneath the crimson webbing. He could not help but chuckle at her situation, and at the fact she believed that such pathetic struggling was going to break that which the symbiote had gifted him with. She was a tiny thing, something he had Kafka to thank, he was sure, and so her weight was putting next to no strain against the webbing. The poor thing could barely even hope to break free, much less actually do it…

But as soon as she heard his words, Mary stopped moving. Her eyes met his, held his gaze, and Kasady couldn't help but chuckle. There was a fire there; burning bright behind sparks of fear and hatred. She may have ceased her struggling, but he knew she would never truly stop fighting him, and that was quite all right. He _hated_ it when they gave up. Then they just got boring, and then he had no choice but to kill them quickly.

But he wasn't going to kill little Mary, no. He wasn't going to kill Memory, either. He had special plans for the younger sister, and none of them involved harming her in any way. Well, not on purpose. He didn't want to harm her on purpose. Mary… Mary could be harmed, but only a little. He wasn't going to kill her, either, even though she had no part in his plans. She was too much like him to be killed. She could cause just as much chaos and carnage as he could, but with a bit more… finesse.

He reached up, gently cupping the girl's chin. She flinched back, away from his touch, but he simply held on tighter, digging his nails into her flesh. He couldn't stop the growl of hunger that escaped as beads of crimson dotted her chin, where his nails broke the skin, but he forced back Carnage's lust. They could go out and hunt later, once Memory was his and they were far away from Mary.

"This will hurt," he said quietly, tendrils extending from his back. "And for that I apologize, little Memory. But there is nothing we can do about it, however. We need to separate you from your sister, and to do that, there has to be a little bit of pain. But it will be over soon. I promise, it will be over soon."

Her heart started to pound at his words.

Separate her from Memory? How could… He couldn't do that. He couldn't do that! Not only was it physically impossible, as she was but a creation of her own, fractured mind, but… it wasn't right. They were sisters. They were inseperable. There was no way he could do this to them. There was no telling what it could possibly do to Memory if they managed to succeed, especially considering _she was a part of her mind_. There were not two different people, not when it came down to the basics.

"Don't," she choked, struggling harder than she had before. She could feel the webbing around her bare flesh growing hot as the friction started to build up, but she refused to stop. She had to save her sister. She couldn't be alone again. "Don't do this. You can keep both of us. I'll go into the back of her mind. I'll stay hidden. Don't separate us. Please, don't separate us!"

He dug his nails in a little tighter, earning a soft whimper. "Shhh…. It'll be okay. I promise you…" He wiped his hand over her mouth, covering it with a smear of webbing yet again. That seemed to be the only way to keep her quiet, he noted with a sigh. He could not deny its effectiveness, but Kasady honestly wished he did not have to use it. "It'll all be okay soon… Everything will be fine."

He reached up, petting her hair, and Carnage lifted him up, so he could touch his forehead to hers. A smile, wide and worn and hard, formed on his lips. Mary tried to cringe again, but his hand grabbed a fistful of her hair, the red strands sticking out like flames struggling to breathe between his fingers. The tendril that had emerged from his back extended, thinning out into nothing more than a thin string of goo. It hovered in the air for a moment, a snake looking for the perfect place to strike, and then rushed at her.

Mary screamed as it stabbed into the base of her skull, burying itself deep within her spine chord.

* * *

"_You're right. We're not."_

Octavius whirled.

He had not been expecting anyone to find him. In fact, he had just destroyed the only means he had by which he could be contacted in order to avoid being found. So his arms flew out, arching around his body and wriggling, the claws snapping together with a fierce, mechanical hiss. They, too, were on edge – and they were not happy that someone had managed to surprise their host and creator. Only a sharp, mental snap kept them from lashing out at their guest.

"Kraven," Octavius murmured, taking a step towards the named villain. In all honesty, the cat-man was the last person he expected to see. Spider-Man was the first, considering the connection he had observed between Kafka and the irritating arachnid, but obviously the child was of no true concern for the so-called hero. It would have grated on his nerves if the thought of dealing with Spider-Man didn't do so in a far worse way. "It's… surprising to see you here."

He snorted, as though such a comment was insulting to both his pride and his honor, "The cub is part of Kraven's pack." He said, one ear flicking backwards. "Kraven would no sooner abandon her than he run from a fight."

Well, that was… certainly comforting, if nothing else. He wasn't quite sure if he was as comfortable with the thought of his comparing her to a fight, but it was better than nothing at all. It was a pledge of loyalty, at least. Octavius' arms slithered back to his person, moving to hide behind him, though they still wriggled and moved worse than a man on edge.

"And there is nothing I can do to convince you not to come."

Octavius started towards the edge of the building, already knowing what the answer would be. And, as soon as he received it, his feet were off the roof of the building and dangling in air as he climbed across the rooftops. Behind him, he could hear the man's footsteps following behind him – quick, soft, unwavering. He would not be left behind. He would not falter or stumble. He would follow his Alpha straight to the cub, and then save both child and woman from the man who had dared to rip her from the pack. Perhaps, if there was time, he would rip the traitor apart, limb from flailing limb and leave him to bleed on the floor.

That was what he assumed was going through the cat's mind, anyways. He was not completely sure, as his telepathic powers were severely limited thanks to the girls' absence from it, but—

Wait. Wait, no.

No, the girls… They were always in his mind. Ever since he had been shot and their connection formed, their thoughts and their emotions had been constantly buzzing just behind his own. At first, it had been uncomfortable, almost loud. But then he had gotten used to it, and they had become almost a comfort to him. But now they were gone. Now, his mind was quiet again. There was nothing there to take up the blackness, the uncomfortable silence whenever he took a break from thinking. There was nothing there to remind him that it wasn't just him and his arms anymore.

He stumbled.

He didn't know why it happened. He didn't know _how_ it could happen. His arm had plenty of room to reach the next rooftop. There was no loose brick; he had not accidently pull a bulk of stone from the edge. The arm was in perfect working order; he made sure that they always were working. And yet it had not reached the other roof. It had groped pure air, and made him stumble for a half second. It was just until his other arm had moved to take up the slack, but it was still a stumble. It was still imperfection.

That was what the girls had done to him. That was what his beloved Memory and Mary had done to him. They had destroyed his chance at perfection; they had ruined every chance he had at ever being one with his machines. But he didn't hate them for it. He didn't hate them for pulling him away from them, from all that Octopus tried to offer him. In fact, he sort of… Well, he would have thanked them for it, if they were with him then. If they understood why he would be thanking him in the first place.

"Kraven can smell the cub," the cat purred as he moved to stand beside him. "Can smell her, and the… the…" He broke off before he could complete the sentence, words devolving into something that was little more than a growl. His headfur bristled, rising to give him an even "fluffier" appearance, and Octavius had to fight back a smile. The natural reaction was supposed to make him look bigger, and it succeeded, but it in no way made him look any fiercer. "Cub is not too far… Mile or two."

"Well then, let us hurry. I wish to be home before nightfall."

* * *

_I don't want this sister._

_I know. I know, Mem, I don't either. But you've gotta stay with me. You've got to stay awake. I'm here… I'll always be here._

_It _hurts_, sis. I can't… I know I don't need to breathe here, but there's a pain, like I can't breathe. Like someone's grabbing at my throat. Sis, don't let them hurt me. I don't want to go. I want to stay here, with you… _

_I know. I know. I want you to stay with me, too. I've always wanted you here with me._

_I don't want to go!_ Memory screamed, tears clogging up the precious voice that Mary knew all too well. It would have brought tears to her own eyes, if she had possession of the body. But neither of them did. They were trapped in the endless nothing of the mind they shared, and there was nothing they could do about it. Not until Kasady said they could leave. _Don't make me leave. Don't make me go, sis. I'll be good. I won't break anything of Otto's. I won't give Kraven anymore treats!_

Mary had to fight back a whimper. She couldn't show Memory how scared she was, because doing so would only make her even more afraid, and that would only give Kasady a victory worth more than gold. _I'm not making you leave, Memory. I want you here with me. I _need_ you here. I need you to be my sister. Otto needs you. Otto needs you more than I do. Fight him, sister. Fight him and stay with me. _Please.

Memory didn't speak for a long moment, and that had her heart pounding hard. For a brief moment, she swore Kasady had already won, but then she heard the soft whimpers coming from the back of her mind. They were weak, quiet, but they were there. She still had Memory for the moment. That was all that mattered.

_I can't fight him, sister… He's stronger than me. He wants me to come with him. And I… I'm tired. We've been fighting him for almost an hour now. I can't keep this up._

_Just for a little longer. Memory, please, just fight him for a little longer!_

…_don't let me go…_

_I won't._

_I can't hold on._

_Stay with me._

…_can't I just sleep…?_

_Stay with me!_

_I can't. I love you._

…_I love you, too._

_Sis?_

_Yeah, Mem?_

_Tell Kraven I hid his jacket underneath the mattress in the spare room. _

_All right._

…_And tell Otto I love him._

_I will. I will, sis._

And just like that, she was gone.


End file.
